Message from Chairman of the Board Summary of Financial Information Nature of Business Industry Overview Risk Factors Shareholding Structure Connected Transactions Management Discussion and Analysis Corporate Social Responsibility Activities General Information Directors and Executives’ ProfileReport of the Audit CommitteeReport and Consolidated Financial Statements and Separate Financial Statements

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Table of contents

01

Dear Shareholders,

During 2011, the rented car market in the first quarter to the third quarter gained the positive growth dueto the increasing demand from corporate clients who are the existing clients and the new clients that initiated touse rented car instead of purchasing. The big flood in the fourth quarter damaged the economic system whichaffected to several of industrial production sectors including automotive industry leading to the decreasing ofproduction capability and effecting to the delay of car delivery to the market. It consequently effects to the sellingof rented car in the fourth quarter while the market demand still be at high level.

The car leasing business still be in a good shape as the organizations realizes the benefit of OperatingLease that able to control the expense and budget including the benefit from Outsource that the clients canconcentrate on their core business effectively. As the consequence of positive growth of car leasing business, thecompetition is also higher. The main strategy of other players in the market is pricing strategy. The Companyemphasizes on the increasing of competitive advantage by effective management system starting from carpurchasing, own maintenance center, the expansion of used car selling center to sell the expired leasing carsdirectly to the clients, development of staff and service teams. By doing this, the Company gains lower operatingcost than the industry and generates the good result continuously.

In recent December, the subsidiary company established the used car selling center at Srinagarindraroad which is the second branch in order to increase the increase the profitability from selling expired leasing carsand selling used cars. In 2012, the Company plans to support the expansion of car leasing business bypreparing of selling and service teams and intensive customer relation activities including the seeking for theopportunity to expand the used car selling center to support the future business growth for leasing car and usedcar.

The Company continues to growth the business along with social responsibility, good governanceprinciple and ethic together with the consciousness of social and environmental. 2012 will be full of challenge forthe Company’s operation. The Company accomplishment could not be obtained without the contribution frommanagement team and staff including the strong support from shareholders, business alliances and clients. Onbehalf of the Company, I would like to express my gratitude toward all stakeholders for your continuing support forthe whole year of 2011 enabling the solid growth of the Company.

Message from the Chairman

(Mr. Paitoon Chantarasereekul) Chairman

02

Financial Highlights

Financial Data

Consolidated Financial Statements Year 2009

(Audited)

Consolidated Financial Statements Year 2010

(Audited)

Consolidated Financial Statements Year 2011

(Audited)

Amount % Amount % Amount %

Statements of Income (Million Baht)

Income from rental car 1,048.91 54.74 1,073.39 48.87 1,096.94 47.94 Income from sale of car 1/ 806.04 42.07 1,059.06 48.22 1,098.56 48.01 Other Income 61.18 3.19 63.88 2.91 92.67 4.05 Total Expense 1,502.61 78.42 1,697.32 77.28 1,729.58 75.59

Profit before financial costs and income tax 413.51 21.58 499.01 22.72 558.59 24.41 Financial costs 126.69 6.61 118.66 5.40 103.04 4.50 Income tax 18.97 0.99 34.62 1.58 130.06 5.68 Net Profit 267.85 13.98 345.74 15.74 325.50 14.23

Balance Sheets (Million Baht)

Total Assets 3,614.70 100.00 3,542.01 100.00 3,652.17 100.00

Total Liabilities 2,513.11 69.52 2,264.68 63.94 2,247.98 61.55

Shareholders’ Equity 1,101.59 30.48 1,277.33 36.06 1,404.19 38.45

Shares

Total number of shares issued (Million Shares) 250.00 250.00 250.00

Book value per share (Baht) 4.40 5.11 5.62

Profit (Loss) per share (Baht) 1.07 1.38 1.29

Dividends per share (Baht) 0.57 0.74 0.76

Financial Ratios

Gross Profit Margin (Excluding Profit on Sale of Rental Assets) (%)

19.21% 16.46% 19.11%

Gross Profit Margin (Including Profit on Sale of Rental Assets)

25.07% 26.28% 27.66%

Operating Profit Margin 21.58% 22.72% 24.41%

Net Profit Margin 13.98% 15.74% 14.23%

Return on Assets (ROA) 11.90% 13.95% 15.53%

Return on Equity (ROE) 26.00% 29.07% 24.28%

1/is the adjustment of 2009-2010 for comparative purpose from the adjustments according to accounting standards during 2010 and 2011 by theFederation of Accounting Professions (FAP). FAP has issued Notifications to mandate the use of the revised 2009, new issued of accounting standardsfinancial reporting standards and the interpretations of which they are effective for using in the periods beginning on or after January 1, 2011.

03

1. History and important development

Krungthai Car Rent and Lease Public Company Limited registered since January 29, 1992 under thename of “Krungthai Car Rent International Co., Ltd.” by Khun Paitoon Chantarasereekul with registered capital ofBath 4 million which belonged to Chantarasereekul group for 100%.The Company operated car leasing business both short term (daily-weekly-monthly basis) and long term (operatinglease 1-5 years) to corporate client both government agencies and private companies including individual clientstogether with the policies of excellent service and customer satisfaction orientation. The Company also worked aspartnership and focused on excellent result for all business partners including the improvement of working systemto enhance the service quality enabling the solid and continuous growth of the Company.

In August 2004, the Company became a Public Company namely “Krungthai Car Rent and Lease PublicCompany Limited” and changed in the par value of Baht 1,000 per share to Baht 1 per share. In November 2005,the Company sold 50 million common shares to the public so that the new Company paid-up capital is as of Baht250 million. The Company was listed on the Stock Exchange of Thailand by December 2005.

In June 2005, the Company invested in Krungthai Automobile Co., Ltd., subsidiary company, in order tosell used cars supporting the expired leasing cars under the brand name “Toyota Sure” which the Company heldBaht 37,999,300 accounted for 95% of total shares. During 2011, subsidiary company established other branch,Srinagarindra branch.

2. Overview of BusinessKrungthai Car Rent and Lease Public Company Limited operates the rented car as operating lease with

the agreement of not more than 5 years and short term rent of not more than 1 year. In addition the Companyalso sell the expired leasing car via distribution channels which are subsidiary companies that bring the profit ofselling expired leasing car as well.

Nature of Business

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The rented cars are mainly be Japanese brand which has high turnover and can be classified as smallcar, medium car, big car, van and pickup which are Toyota, Honda, Isuzu, Nissan and etc. Moreover, theCompany also provides European rented car to serve all customer need and to create value added for ourservice. The company provides first class insurance for all cars and the Company responsible for the expenserelated to the vehicle i.e. expense for registration and vehicle tax, inspection expense, maintenance expenseincluding 24 hour-call center to support the client in case of emergency and car replacement in case of accidentor loss. In case of loss, the Company will the compensation from the insurance company unless the tenant is afraud.

The Company established service center at Head Office located on Rama III road and Asoke branchincluding the contract service centers more than 500 centers in order to ensure the good care of clients all timesand also protected against risks that may have happened to the assets of the company. In addition, the servicecenter on Rama III also open for any individual who requires the maintenance service for Nissan cars.

Presently, the other subsidiary company, Krungthai Automobile Co., Ltd., which the Company holds 95%of total shares operates the business of buying, selling and exchange the variety of used cars in any brands andtypes. The Company business has been integrated because the Company able to sell the expired leasing carthrough this channel directly to the client and gain higher price together with less selling administration cost.Moreover the subsidiary company can also make a return to the Group from selling of used cars that purchasedfrom others. As a result, the company gains higher car sales and higher revenue.

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Nature of services

1. Operating LeaseThe operating lease covers a lease term from one year to five years. The target groups include medium

and large corporations, multinational corporations, government agencies and state enterprises having demand forvehicle services together with comprehensive supplementary services to reduce their unnecessary expensesrelating to vehicle operation and management. The customers can choose the brand name and models of thecars including options and accessories as required. The Company will be responsible for car checking andmaking a first class insurance which the Company will be the beneficiaries. Moreover, the customers have manychoices for after-sales service such as maintenance and repair program and temporary replacement cars.Ownership over the cars still belongs to the Company after the lease agreement becomes expired. The Companyhas a policy to collect a car rental deposit at the average rate about three months of the rental fee. Nonetheless,the deposit can be waived, depending on the financial status and creditability of the customers. If the customersdefault on leasing fee for more than 3 months consecutive, the Company will confiscate the rented car and call forall payments as indicated in the agreement.

2. Short Term RentalThe Company provides a short-term rental service on a daily, weekly and monthly basis, focusing on the

existing operating lease customers who additionally require a short-term rental and other individual and corporatecustomers. The customers are able to choose from various options classified by size of engines and variety ofmodels. The Company will collect the full rental fee in advance plus deposit. Collection of the said deposit issubject to the qualification of the customers and the model of car to be rent. In case the customers do not want topay the deposit, they must provide a guarantor and pay the deposit on their behalf and if they default on rentalpayment for more than three days consecutive, the Company will confiscate the rented car and call for allpayments as indicated in the agreement.

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The Company’s revenue mainly came from income on car leases and gains on sale the due cars.Income on car lease is driven from rental payment at fixed amount throughout the rental period. Rental rate isnormally determined from the future cash flow from sale of cars. However, the Company will not obtain gain onsale of cars for lease until those cars be sold out.

The Company has policy to sell car after expiry lease agreement through its’ subsidiary’s channel whichis directly to customers. This leads to higher selling price than wholesales channel. Before selling cars, theCompany considers many factors such as the quantities of cars in the inventory, cars condition, useful life, repaircost and repair period. The Company will repair cars before selling in order to get a higher price. The sellingprice will be set according to the used cars price in the market.

In addition to providing such services, the company recognizes the value of the customer. The service isanother factor which is of particular importance. This is to increase the value of providing comprehensive servicesand to provide our customers with the best service as following:

1.) Customer ServiceCustomer Service Officer provides counseling services and gets feedback from the clients to find the

appropriate solution in accordance with the requirements of the client under cost effectiveness includingknowledge providing on financial and tax management that customers can be obtained from Operating Lease.Moreover, the officers also establish the customer satisfaction surveys to improve the service to maximize thecustomer satisfaction. 2.) 24 hour-Call Center

The company set up a team that will coordinate and make recommendations together with emergencytechnicians and vehicle movement which is ready to daily assist at the scene with a car towing service forBangkok and metropolitan area.

3.) Service for Maintenance and Inspection IntervalsThe Company provides the service for maintenance and inspects the car over the lease with the

Preventive Maintenance Program that able to service the client quickly and accurately so that the client can usethe car with the most effective and safety. The company has a policy to inspect the car prior to customer deliveryand after the repair of the car’s body. The Company also establishes the policy on maintenance and inspectionof the car according to the manufacturer standard. The service centers for maintenance and inspection intervalsspreads around the country i.e. Headquarters on Rama 3 Road, Asoke branch and other spot centers includingthe contract center with more than 500 locations. 4.) Service of third party insurance and car insurance The company will undertake to provide third party insurance and deliver to the client. The Company alsoprovides the first class car insurance with a reputation insurance company for every car. 5.) Service for Car Replacement in case of accident or loss In case of accident and loss, the Company provides car replacement to the client under the conditionspecified in leasing agreement

07

Support Business for Car Leasing

Purchase and Sale of Used CarsIn addition to car rental both of Operating Lease and short-term contracts which are the main business of

the Company as above mentioned. The Company conducts its business support services for car leasing is thepurchase and sale of used cars operated by a subsidiary company, Krung Thai Automobile Co., Ltd. ("KrungthaiAutomobile") under the commercial name "Toyota's Krungthai Used Car" which has 2 branches on theKarnchanapisek Road, Khet Bangkhae, Bangkok and the second branch located on Srinakarindra Road, KhetPravet, Bangkok. Krungthai Automobile has joined with Toyota Motor Thailand Co., Ltd ("Toyota Thailand"), amanufacturer and distributor of Toyota in Thailand for the project of Toyota Sure Program, which sold Toyataused cars under the framework and management advice and assistance activities from Toyota Thailand such asthe warranty for used cars sold by Toyota Thailand for 1 year or in a distance of 20,000 kilometers, the supply ofinventory and sales channels, assisting in the marketing budget and applied for the support systems andtechnologies. The project was successful in many countries around the world such as USA, Japan and etc. Inaddition to the car in the Toyota Sure, Krungthai Automobile also able to sell or buy used cars every brand notlimited to only Toyota brand.

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Now, the car leasing companies in Thailand can be divided into 2 types of service. The first one isFinancial Lease and Hire Purchase. The second one is the company which mainly is Operating Lease includingone- stop service with rental cars.

The Financial Lease and Hire Purchase operation is the loan to customers who sign the lease agreementand pay the installment to the lessor. The customers can occupy and use the assets and there is the purchaseoption or in the agreement identified that the ownership is transferred to the customers when the customers haspaid all the installments required by agreement. These operators are mostly financial institutions, subsidiaries ofthe manufacturers and distributors and other leasing companies. These operators are not the direct competitorseven the business operation is similar but the target customers are different as well as the different marketstrategy especially for pricing and interest strategy.

The Operating Lease is the rental agreement which allow customer to use the assets as well as theagreement can be cancellable. The lessee will be responsible for maintenance cost and at the end of the lease,the lessor can re-lease these assets with others. The market strategy will be focused on the service quality whichthe Company operates this operating lease as the main business. Currently there are many operation leasecompanies and mainly they focus on the daily or weekly rental however these companies also are considered notour main competitors.

Tendency for the car rental business in 2012 based on the data from the Office of the National Economicand Social Development by the Bureau of strategic and macro-economic planning sectors which has issued apress release about the Thai economy in the fourth quarter and year 2011 and the outlook for 2012 on February20, 2012, which forecasts that the Thai economy in 2012 “is expected to grow 5.5 to 6.5 percent by a drivingfactor from the speeding and recovery of manufacturing sector, governmental investment on water managementincluding financing support and tax measures that have contributed to the restoration of the agricultural, industrialand service sectors. The government policy that focuses on the promotion of public revenues will lead morespending into the economy. As a result, domestic demand continues to grow, as well as the manufacturing sectoris likely to recover faster so that the private investment continued to grow. The foreign demand will also grow dueto the expansion of the Asian economy".

Industry

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From the foregoing, the Company has considered a car leasing and second-hand car sales still able tocontinuously grow according to economic forecasts. However, the trend on volatility in oil prices, inflation andinterest rates could have an impact on all sectors of business. As a result, the business is requested to controlcosts more including the policy in using of car of the government and the private sector which significantly changefrom the purchase to rental in order to firm the administration cost. These factors motivate consumers to decidefor more rental cars. The Company anticipates that the pricing war is still available. However, the Company waspreparing for the competition in every aspect and still committed to maintaining the continuous and stable growthtogether with an emphasis on providing efficient services to build trust and maximize the benefits to clients.

The trends of Used Car Sales which is a business with an expired leasing car still grow up with themarket demand as well as increased sales of new cars. Due to flooding in late 2011, the sales of the Companyand its subsidiaries are 2,079 cars which are dropped 4.1 percent from the last year. In the year 2012 theCompany has expanded to a branch of Srinagarindra Road. It is expected that sales will be increased from theprevious year.

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Operating risk

1. Interest rate riskIn the operating lease business, there is the fixed interest rate throughout the life of the agreement

making the Company has the fixed income from rental car. While cost of its operation comes from the interestloan with 2 types; fixed rate and floating rate subject to the market rate of interest. Therefore a risk of the spreadof the income received and interest expense will impact directly on the cost and profit of the Company.

Therefore the Company has the policy to reduce this risk by finding the cost of fund which complies withthe nature of business. The Company has managed risk with 2 aspects; duration and interest rate. In term ofduration management, the Company will set the loan period matching with the lease period. Regarding theinterest rate risk, the Company will try to obtain loans at a fixed cost to match with the car rental nature bykeeping the difference between interest rate and rental income at the levels of profitability and consistence.

The proportion of fixed rate and floating rate is as follows:

2. Salvage Value Management RisksThe Company operates operating lease business with the period from 1 year to 5 years. After the expiry

of agreement, the Company may consider to keep the car for short rental with period from 1 year to 2 years. Incase of ineffective management, the Company may risk to obtain too much cars. However, the Company’ssubsidiary named Krungthai Automobile Co., Ltd. centralizes the second-hand cars selling under the brand“Toyota Sure” from Toyota Motors (Thailand) Co., Ltd. Thus, the trust from the customers on sold cars and theincreasing on selling opportunity can be gained.

The Company is aware to maximize the selling capability for excess cars therefore; the management hasdeployed the policy of assets management as following:

1.) Establish its own service centers and networks of over 500 centers with the expertise in vehiclemaintenances. This service center will provide the advice and ensure that the customer maintain the cars incompliance with the maintenance program in order to obtain quality as market requirement and make the sellingof used cars easier at a higher price.

2.) Operate the self selling cars by selling direct to the buyer in order to get a good price by using thedistribution channel through Krungthai Automobile Co., Ltd.

Risk Factors

Type of Interest31 December 2009 31 December 2010 31 December 2011

Million Baht % Million Baht % Million Baht %Fixed 1,855.69 86.96 1,745.20 89.42 1,725.76 83.06Floated 278.32 13.04 206.47 10.58 351.91 16.94Total 2,134.01 100 1,951.67 100 2,077.67 100

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According to the above policies, the Company is able to manage the vehicles efficiently. The Companysold excess cars for the amount of 1,269 cars and 1,331 cars in year 2011 and 2010 respectively. Thisgenerates the profit of excess cars of Baht 341.91 million and Baht 336.15 million, respectively.

3. Liquidity riskThe Company has source of fund from shareholders and borrowing with a proportion as follows:

In consideration on source of fund, the Company might have liquidity risk as the Company has the obligation to repayment loans from hire purchase and financial institutions. However, according to the source of fund structure in financial statement as at 31 December 2011, the source of funds divides into.

1. Short-term capital of Baht 1,024.73 million and 2. Long-term capital of Baht 2,243.79 million(composed of long-term liabilities of Baht 964.04 million and shareholders’ equity of Baht 1,279.75 million)representing the ratio of the short-term capital to long-term capital of 31:69. Consideration the current portionloans from financial institutions and loans from hire purchase, there were total amount of Baht 853.70 million. Inthe previous year the Company has a policy to borrow money in term of hire purchase agreement in order toreduce risk from changing on interest rate which is considered to be part of costing. And also it can set thecondition of hire purchase payment in comply with the cash flow received from rental income.

In addition, when consideration the minimum income derived from future rental under operating leasesthat may not be terminated which are not over than 1 year and more than 1 year, as at ended of the year 2011,there was Baht 859.24 million and Baht 980.61 million, respectively. In the meantime, there were the currentportion liabilities of amounting to Baht 853.70 million and long-term liabilities of amounting to Baht 964.04 million.

However, the Company has liquidity available in the car back out of the lease therefore from the statisticin year 2011, there was car sold of 1,269 cars and cash received from car sold of Baht 707.20 million. As wellas, our subsidiary has expanded 2 branches more in order to support sales of car back out of the lease. In year2012, there are about 1,900 cars back out of the lease that is enough to maintain the liquidity of the Company. Inaddition from the liquidity management as mentioned above, the Company also has other policies such as tocontrol the rental collection and effective sell cars back out of the lease.

31 December 2009 31 December 2010 31 December 2011

Million Baht % Million Baht % Million Baht %Shareholders’ equity 1,023.63 31.69 1,160.22 36.57 1,279.75 39.15

Loans from hire purchase /financial lease - Current portion 636.47 19.7 821.73 25.9 718.28 21.98

- Over 1 years 1,219.22 37.74 829.27 26.14 722.7 22.11Loans from financial institutions

- Short-term loans 205.61 6.36 192.47 6.07 306.45 9.38- Long-term loans 145.47 4.51 168.92 5.32 241.34 7.38

Total loans 2,206.76 68.31 2,012.39 63.43 1,988.77 60.85Total 3,230.39 100 3,172.61 100 3,268.52 100

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4. Operating riskThe Company is likely to not be able to collect the rent and call back the cars if the selecting customers

can not be done carefully, including the lack of effective collection follow up and lack of proper internal controlsystem. In order to reduce the risk, the Company measures the customers selected carefully by consideration inthe ability of customers to pay the rent from the operation results and financial positions from the past to thepresent as well as the reliability of the customers. In addition, the Company has the policy to protect risk fromcustomers individually. For the short-term lease agreement, customers must provide a guarantor or pay the highrental deposit for full advance payment according to the lease period which can protect the risk from its operationin a certain level. For the operation lease agreement, the Company has policy to collect the deposit average3 months of rental fee. Although the Company still has some risk on uncollectible money after deducting thedeposit, the Company’s experience and customer selection process including the effectiveness on debt collectionequipped with proper internal control, the Company is tracing these accounts on time and the adequate providethe allowance for doubtful accounts.

5. Marketing risk and CompetitionDue to the rental cars business has a small legal restriction combined with low capital investment to start

a business, result in many entrepreneurs in the car rental market which creates high competition of this businessas well. The main competition is the pricing which may affect sales and profits of the Company.

In order to reduce this risk, the Company, as the big player, has the clear policy focusing on thePremium Quality and One Stop Service. The Company has implemented a modern and efficient computersystem for its operation in order to monitor the service closely and thoroughly. As the big player would result inEconomy of Scale leading to save costs and compete in pricing as well. However, the Company does not focusonly on pricing strategy.

As well as, the Company has selected the clear target group in comply with the long-term leasing policy.The main customers are medium and large corporation including government agencies and state enterprises, etc.These target groups prefer the long-term car leasing with good after-sales service rather than focusing on priceonly.

6. The risks of Natural disastersDuring year 2011, there was the natural disaster therefore the Company prepared the risk management

approached. The Company set up the guidelines to follow up with the customer who lease cars and got theproblems in order to help customers such as finding the cars parking space, helping by using cars towed and etc.,this will prevent and minimize the damage if cars may have drowned or need to be repaired.

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Management risks

1. Risks from the risk of potential of conflict of interestThe major shareholders of the Company are the Chantarasereekul family who is the shareholders and

directors of Grand Car Rent Company Limited (“Grand Car Rent”) that operates the same business as theCompany therefore the conflict of interest might occur. The Company is aware of this risk therefore there is aclearly policy to separately manage of each company. The Chantarasereekul family has transferred the shares ofGrand Car Rent Company Limited to Miss Pimonpan Chantarasereekul, the daughter of Mr. PaitoonChantarasereekul so that Miss Pimonpan Chantarasereekul holds shares 99.99% of total issued and paid-upshares and she is the sole authority in Grand Car Rent and she has no involvement in management of KrungthaiCar Rent and Lease Public Company Limited. That means there is the independent separate management ofthese two companies as well as there is the independent audit committee supervise the management of theCompany to be transparency.

As well as the major shareholders of Grand Car Rent has the policy to stop its business in the future inorder to avoid conflict interest. The Grand Car Rent has stopped buying cars and leasing cars to new customerssince May 2004.

2. The risk of the company's major shareholders together holding more than 70 percentAs at 31 December 2011, the Chantarasereekul family, the founder of the Company, hold the Company’s

shares in total 74.96% of the total issued shares. As the Chantarasereekul family also served as the highexecutive of three persons, they can authorize to bind the company from the Board with a total of seven peoplewhich considered holding shares more than 3 / 4. Therefore, the major shareholders have the control power overthe Company and influence on the decision making from the shareholders’ meeting. There is the risk to othershareholders if they cannot collect the voting right to investigate and balance the proposal of the majorshareholders to the consideration of Shareholders’ Meeting. The opportunity to take over the Company cannot beoccurred without the consent from such major shareholders even other shareholders group foresees the otheropportunities to increase the value of the business.

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Shareholder StructureList of the top 10 major shareholders as of the close of Share Register Book on 29 August 2011

Shareholder Structure

Rank NamesNumber of Shares Held

%(Shares)

1 The Chantarasereekul Family 1/ 187,410,800 74.962 The Proongpattanasakul Family2/ 7,625,000 3.053 The Pao-in Family 3/ 6,936,800 2.774 The Wong Wai Family 4/ 5,229,700 2.095 CITIBANK INTERNATIONAL PLC (LUXEMBORG BRANCH) 3,816,000 1.536 Mr. Siam Suwattanangkul 2,311,500 0.927 The Roongtanapirom Family5/ 1,114,500 0.458 Thai NVDR Company Limited 1,111,400 0.449 The Hetrakul Family6/ 1,040,100 0.4210 Mr. Sakol Saengow 1,014,400 0.41

Others 32,389,800 12.96Total 250,000,000 100.00

1/ The Chantarasereekul Family includesMr. Paitoon Chantarasereekul holds 50,000,000 shares represent 20.00%Mrs. Wipaporn Chantarasereekul holds 50,000,000 shares represent 20.00%Mr. Pithep Chantarasereekul holds 24,000,000 shares represent 9.60%Mr. Pichit Chantarasereekul holds 24,000,000 shares represent 9.60%Mr. Pisit Chantarasereekul holds 20,000,000 shares represent 8.00%Miss Pimoltra Chantarasereekul holds 19,410,800 shares represent 7.76%

2/ The Proongpattanasakul Family includesMr. Taveerach Proongpattanasakul holds 7,500,000 shares represent 3.00%Mr. Taveesak Proongpattanasakul holds 100,000 shares represent 0.04%Ms. Suparat Proongpattanasakul holds น 10,000 shares represent 0.001%Mr. Taveewat Proongpattanasakul holds 15,000 shares represent 0.001%

3/The Pao-in Family includesMr. Chitthada Pao-in holds 5,432,100 shares represent 2.17%Mr. Phahol Pao-in holds 819,900 shares represent 0.33%Mr. Athipphan Pao-in holds 684,800 shares represent 0.27%

4/ The Wong Wai Family includesMr. Sumet Wong Wai holds 400,000 shares represent 1.79%Mrs. Urai Wong Wai holds 5,822,200 shares represent 0.30%

5/ The Roongtanapirom Family includesMr. Thep Roongtanapirom holds 1,097,900 shares represent 0.44%Mr. Thanapat Roongtanapirom holds 8,600 shares represent 0.001%Mr. Surachai Roongtanapirom holds 8,000 shares represent 0.001%

6/ The Hetrakul Family includesMrs. Chana Hetrakul holds 792,400 shares represent 0.32%Mr. Pisit Hetrakul holds 247,700 shares represent 0.10%

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Management StructureManagement Structure as at 31 December 2011

The Chairman of the Board of Directors

Mr. Paitoon Chantarasereekul

Managing Director Mr. Pithep Chantarasereekul

Deputy Managing Director Mr. Pichit Chantarasereekul

Internal Auditor Supitcha Khajornchaikul

Legal ManagerNoppol Sakthong

Vice President – Marketing - -

Senior Assistant Managing Director - Business Support

Sakditouch Chantarasereekul

Service DirectorSirima Cha-emkun

Senior Marketing Manager Jittiya Luangjamekorn

Marketing Manager New Customers

Veeradech Lorjitamnuay

Marketing Manager Former Customers

Patthanan Jarungklin

Relationship Manager Sunthareeya Vivatpong

Short- Term Marketing Manager Chanthip Saeow

Short- Term Marketing ManagerAsoke Branch Natticha Naka

Service Center Manager Pornchit Thamanee

Service Center Manager Asoke Branch

Sirima Cha-emkun (Acting)

Leasing Car Replacement Manager

Jengmanee Kutanant

Finance and Accounting Manager

Pornpan Sattawatkul

Assistant Administration Manager

Ladawan Wangmuthitakul

Senior Business Development Manager

Thaweesak Panomrerngsak

The Company’s Board of DirectorsMr. Paitoon ChantarasereekulMr. Pithep ChantarasereekulMr. Pichit ChantarasereekulMr. Wisut HemapanpairoMr. Chaiwat AtsawintarangkunMrs. Supaporn JittmittraparpPolice Lieutenant General Nopkao Thanyasiri

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1. The Board of Directors

1.1 The Board of DirectorsAs at 31 December 2011, the Board of Directors consists of 7 directors (all directors have been trained

with the Director Accreditation Program) as followings:

1.2 The Board of Directors of subsidiaryThe Board of Directors of Krungthai Automobile Company Limited consists of 5 directors as followings:

Authorized DirectorsAuthorized directors consist of Mr. Paitoon Chantarasereekul, Mr. Pithep Chantarasereekul and Mr. Pichit

Chantarasereekul. Any two of the three authorized directors may sign jointly and affixed with company seal tobind the Company. Duty and Authority of the Board of Directors1. The Board of Directors has authority and manages the Company in accordance with the law, objectives

and articles of the Company as well as legitimate resolution of Shareholders’ Meeting.2. The Board of Directors has a responsibility for setting goals, guidance, policies and budgeting of the

Company, supervise the Executive Board of Directors in accordance with the assigned policies with theexception of such matters which the Board of Directors requires the approval from the resolution passed ofthe Shareholders’ Meeting prior to the execution namely matters required by laws such as increase and/ordecrease of share capital, the issuance of Company’s debenture, the purchase or transfer of theCompany’s business or the acquisition or merge with others, the amendment of the Company’smemorandum of association and regulations as well as the remuneration of Directors and so on.

3. The Board of Directors may appoint a number of directors to be the Executive Board of Directors who haveauthority to supervise the business of the Company as the Board assigned. And one of the directors isappointed to be Chairman of Executive Board of Directors.

Rank Name Position1 Mr. Paitoon Chantarasereekul The Chairman of the Board2 Mr. Pithep Chantarasereekul Director3 Mr. Pichit Chantarasereekul Director4 Mr. Wisut Hemapanpairo Director

5 Mr. Chaiwat AtsawintarangkunIndependent Director and

the Chairman of the Audit Committee6 Mrs. Supaporn Jittmittraparp Independent Director and Audit Committee Member

7PoliceLieutenantGeneral Nopkao

Thanyasiri Independent Director and Audit Committee Member

Rank Name Position1 Mr. Wisut Hemapanpairo Managing Director2 Mr. Paitoon Chantarasereekul Director3 Mr. Pithep Chantarasereekul Director4 Mr. Pichit Chantarasereekul Director5 Mr. Pisit Chantarasereekul Director

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4. The Board of Directors has directed the effectiveness of Company's internal controls and internal auditing byproviding an internal audit department to monitor, carry out and coordinate with the audit committee.

5. The directors shall receive the remuneration in the form of reward, meeting fee, gratuity, bonus or other formbenefits under the articles of association or as determined by shareholders’ meeting in either fixed sum or undercertain criteria and such determination may be made from time to time or may take effect until otherwisedetermined and shall receive allowance or welfare benefits under Company’s regulations.

6. The Board of Directors is responsible for disclosure to shareholders and the public an accurate, complete andstandardized.

The Board of Directors shall not approve any transaction which their own or persons who may have conflicts ofinterest with the Company and / or its subsidiary.

In addition, duties of the Board of Directors also encompasses the supervision of the Company to perform inaccordance with the law and regulation relevant to the securities and securities exchange for example related partytransaction and the purchase and sale of assets of material substance in accordance with regulation of the SecuritiesExchange of Thailand or other law relevant to the Company’s business.

2. Audit CommitteeAs at 31 December 2011, the Audit Committee consists of 3 persons as follows:

Rank Name Position1 Mr. Chaiwat Atsawintarangkun The Chairman of the Audit Committee2 Mrs. Supaporn Jittmittraparp Audit Committee member

3 Police Lieutenant General Nopkao

Thanyasiri Audit Committee member

Miss Supitcha Khajornchaikul acts as Audit Committee Secretary.

Working experience in reviewing financial statement of the CompanyMr. Chaiwat Atsawintarangkun The Chairman of Audit Committee2004 – Present Director and the Chairman of Audit Committee of Krungthai Car Rent and Lease Public

Company Limited Operation Leasing Business)1997 – Present Executive Partner of Prospect Consulting Company Limited (Auditing and Finance Advisory)2001 – 2002 Subcommittee of Financial Advisory for Forest Industry Organization

Duty and Authority of the Audit Committee

1. To review and ensure the company reporting accurate financial information and sufficient2. To review and ensure the Company has an internal control and internal audit system, determining an internal

audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of aninternal audit unit or any other unit in charge of an internal audit.

3. To review and ensure the conduct of the Company in compliance with the law relevant to the securities, andsecurities exchange, regulations of the securities exchange of Thailand, or other law relevant to theCompany’s business.

4. To consider the selection and propose an independent party for appointment as the external auditor of theCompany, propose for the auditor’s compensation, and to participate in the meeting with external auditorwithout management present at least once a year.

5. To consider related party transactions which may have conflicting interests to be in accordance with the lawand regulation of the securities exchange of Thailand to ensure that such transactions are reasonable andfor the best interest of the Company.

6. To prepare report of the Audit Committee, and disclose the report within Company’s Annual Report suchreport to be affixed with the signature of the Chairman of the Audit Committee. The report should comprisethe following information:

(a) Opinion on the accuracy, completeness and reliability of the Company’s financial report(b) Opinion on the adequacy of the system of internal control of the Company(c) Opinion on legal compliance related to the securities and securities exchange, regulation of the securities

exchange, or law relevant to the Company’s business(d) Opinion on the appropriateness of the auditors(e) Opinion on transactions that may have conflicting interests(f) The number of meetings of the Audit Committee, and attendance of individual audit committee member(g) Opinion or overall observation of the Audit Committee in performing its duties in accordance with the Audit

Committee Charter(h) Any other reports the Committee felt the shareholders and investors in general should know within the

scope of duties and responsibilities assigned by the Board of Directors.7. To perform any other act as assigned by the Company’s Board of Directors, with the approval of the audit

committee.

18

19

3. The Executive Board of DirectorsAs at 31 December 2011, the Executive Board of Directors consists of 3 persons as follows:

Duty and Authority of the Executive Board of Directors1. To have authority to approve on the important operations of the company by setting the scope or the scale

of the mission, objectives and policy of the company including the supervision of the overall operation,production, customer’s relationships within the scope plan and budgeting prescribed by the Board ofDirectors.

2. To consider the expansion investment including purchase and/or sale of fixed assets of the Company inorder to propose to the Board of Directors

3. To have the authorization and represent the Company to others in any related business and beneficial tothe Company

4. To consider in matter of funding for presenting to the Board of Directors 5. To approve the appointment of any consultant that is essential to the Company’s operation as assigned by

the Board of Directors 6. To operate any transaction related to general administration of the Company 7. To consider and approve the operating plan of each department of the Company including the approval of

the issues that beyond their power of authority8. To propose for the approval of the Board of Directors on the approved operation plans that may over the

budget more than 10%

The Executive Board of Directors may delegate the authority to each member of executive director toprocess within the scope of authority under No. 3; any such executive director is responsible for this assignedwork from the Executive Board of Directors.

However, the approval of the Board of Directors above does not include approval of the Executive Boardof Directors or any person who may have conflicts of interest, has an interest or potential conflict of interest in anyother manner with the Company and / or its subsidiary, including items that require approval from shareholders ina transaction and the acquisition or disposition of assets of the Company and / or its subsidiary in order to complywith the requirements of the Securities Exchange of Thailand.

Rank Name Position1 Mr. Paitoon Chantarasereekul The Chairman of the Executive Board of Director2 Mr. Pithep Chantarasereekul Executive director3 Mr. Pichit Chantarasereekul Executive director

Mr. Noppol Sakthong acts as Executive Board of Director secretary.

20

4. Corporate Social Responsibility Committee (CSR Committee)

Board of Directors has approved the appointment of Corporate Social Responsibility Committee, effectiveas of November 12, 2011, which consists of 3 director, the Vice President as Chairman of the CSR Committeeand the other of two directors who is selected from Board of Directors, employees, independent consultants orexternal experts. The CSR Committee from Board of Directors or external experts holds office for a term of threeyears and to provide the continuity these CSR of the retiring directors may be appointed however, as a Director ofCSR at the company's employees. including the Vice President holds the term of office by rotation as the Boardof Directors may deem appropriate.

CSR Committee as of December 31, 2011 consists of 3 members as below:

CSR Committee has the following powers and duties:1. To consider the Company activity and policy for society, community and environment in order to present to

the Board of Directors.2. To consider and approve for the Company strategy and activity to achieve the CSR objective and policy.3. To consider and screen the plan and annual budget for the implementation of CSR in order to present to

the Board of Directors.4. Consider and monitor the progress in implementation and evaluation of CSR as well as the quality of the

CSR program.5. Encourage the Board of Directors and employees involved in the operation of CSR.6. Consider appointing for a working group to support CSR activity.7. Operate any activity appointed by the Board of Directors concerning CSR operation.

ExecutivesAs at 31 December 2011, the Executive Committee consists of 8 persons as follows:

Rank Name Position1 Mr. Paitoon Chantarasereekul The Chairman of Executive Committee2 Mr. Pithep Chantarasereekul Managing Director3 Mr. Pichit Chantarasereekul Deputy Managing Director4 Mr. Sakditouch Chantarasereekul Senior Deputy Managing Director of Business Support5 Miss Sirima Cha-emkun Director-Service6 Mr. Thaweesak Panomrerngsak Senior Business Development Manager7 Miss Jittiya Luangjamekorn Senior Marketing Manager 8 Miss Pornpan Sattawatkul Finance and Accounting Manager

Rank Name Position1 Mr. Pichit Chantarasereekul The Chairman of CSR2 Miss Sirima Cha-emkun CSR Director3 Mrs. Sunthareeya Vivatpong CSR Director

21

Qualification of ExecutivesExecutive hereby certify that they have Ethics, a talented, an experienced in the business. There are

operating with honesty and care for the benefit of the Company. There are intended to operate continuously,understanding and responsibility to the public and the person listed in contact information management accordingto the Securities and Exchange Commission’s Notification No. Kor. Jor. 5/2548 Re: Regulation on the IssuingCompany’s Executive.

Recruitment of Directors and ExecutivesThere is no nomination committee. The Company selects and appoints a person to be a director with the

following steps.- The Board of Directors

The Board of Directors shall comprise at least five directors and not less than one-half of the directorsmust have the residence in Thailand. Directors may be shareholders of the Company.The rules and procedures in appointing the Director are as follows:1. Each shareholder shall have one vote for each share.2. Each shareholder may exercise all the votes he or she has under No. 1 to elect one or several persons as

director or directors, but the shareholder cannot divide his or her votes between any particular person orpersons.

3. The persons who receive the highest votes arranged in order from higher to lower in a number equal to that ofthe number of directors to be appointed are elected to be the directors of the Company. In the event of a tieat a lower place, which would make the number of directors greater than that required, the chairman of themeeting shall have a casting vote.

4. At every annual general meeting of shareholders one-third (1/3) of the directors shall retire from their office. Ifthe number of directors is not a multiple of three, the number of directors nearest to one-third (1/3) shallvacate office.

5. The directors to vacate office in the first and second years following the registration of the conversion of theCompany shall be drawn by lots. In subsequent years, the directors who have remained in office for thelongest time shall vacate office. A vacating director may be eligible for re-election.

6. In addition to vacating office upon the termination, directors shall vacate office upon:- death- resignation- being disqualified or being under any of the prohibitions under Public Company Limited Act, B.E.2535- the meeting of shareholders may pass a resolution by a vote of not less than three-fourth (3/4) of thenumber of shareholders attending the meeting and having the rights to vote not less than one half of thenumber of shares held by shareholders attending the meeting and having the voting rights.- removal by court order

7. Any director wishing to resign from office shall submit his or her resignation letter to the Company and theresignation shall be effective from the date on which the Company receives the resignation letter.

8. In case of a vacancy in the Board of Directors for reasons other than the termination of the term of office, theBoard of Directors shall elect a person who has the qualifications and is not being under any of theprohibitions by law as the substitute director at the next meeting of the Board of Directors, unless theremaining term of office of the said director is less than two months. The substitute director shall hold officeonly for the remaining term of office of the director whom he or she replaces.

22

9. The Board of Directors shall elect one of the directors to be the chairman of the board. In the case wherethe Board of Directors deems expedient, the board may elect one or several directors to be vice-chairman.The Board of Directors may entrust one or several directors to perform any act on its behalf.

The Audit Committee/Independence DirectorThe Audit Committee consists of at least 3 persons and the term of office is for 3 years. The Company’s

policy on recruitment the Audit Committee members/Independence directors are in compliance with thenotifications of the Securities and Exchange Commission No. Kor. Jor.12/2543 Re: The application for offer ofnew shares and its permission. The qualifications are listed as follows:1. Holding shares not more than 5 % of issued and paid-up capital of the Company, which shall be inclusive

of the shares held by related persons.2. Not being an employee, staff member or advisor who receives a regular salary from the Company or a

person who has control of the Company or entity who may have a conflict of interest.3. Having no blood relationship, no relationship in term of marriage or legal registration with a person of

possible conflict of interest and no business relationship with the Company and entity that may have aconflict of interest.

In addition, the Independence director who is a member of audit committee at least 1 must haveknowledge and experience in accounting or finance that can have a reliable review the financial statement. Aswell as the Company considers the other qualifications such as business experience, specific expertise related tobusiness, ethic for the best of interest of the Company.

The rules and procedures for the appointment of the Audit Committee are in accordance with the rulesand procedures for the appointment of Directors. A vacating audit committee may be eligible for re-election. Incase of a vacancy in the Audit Committee for reasons other than the termination of the term of office, the Board ofDirectors shall elect a person who has the qualifications to be the Audit Committee in order to be fully by theBoard of Directors. The substitute Audit Committee shall hold office only for the remaining term of office of theAudit Committee whom he or she replaces.

ExecutiveThe Company considered a person who has the experience and knowledge in management the related

field to be the Executive Committees.

Remuneration of the Directors and Executives

1. Remuneration of the Directors

The Company provided remuneration to the Board of Directors in terms of meeting fee and monthly fee at the amount of Baht 882,750 as following:

2. Remuneration of the Executives

(unit: Thousand Baht)

Name/Position2010 2011

Meeting Fee Others Meeting Fee Others1. Mr. Paitoon Chantarasereekul 112.64 - 104.55 - Chairman of the Board of Directors2. Mr. Pithep Chantarasereekul 91.52 - 84.94 - Managing Director3. Mr. Pichit Chantarasereekul 91.52 - 84.94 - Deputy Managing Director4. Mr. Wisut Hemapanpairo 91.52 - 84.94 - Director5. Mr. Chaiwat Atsawintarangkun 64.00 129.00 61.60 139.70 The Chairman of the Audit 6. Mrs. Supaporn Jittmittraparp 51.20 103.20 49.28 111.76

Audit Committee member7. Police Lieutenant General

Nopkao Thanyasiri51.20 103.20 49.28 111.76

Audit Committee memberTotal 553.60 335.40 519.53 363.22

2010 2011Remuneration of the Executives Number Amount Number Amount

(Person) (Million Baht) (Person) (Million Baht)

- Salary and remuneration 9 11.19 11 13.39- Bonus 9 2.45 11 2.57- Provident fund 7 0.26 8 0.20

Total 13.9 16.16

23

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Corporate Governance

In order to comply with the Code of Best Practices, the Company has adopted the guidelines for theoperation of the Company to benefit the Company’s business, enhance transparency and effectiveness ofexecutive team in order to gain the confidence of shareholders, investors and all relevant parties which can besummarized as follows:

1. Corporate Governance Policy 1.1 The Company has clear guidelines for its operation to be unbiased and with confidence of

all relevant stakeholders. 1.2 The Board of Directors, Executive Committee and staffs will collaborate effectively, manage

carefully and prudently for the benefit of the Company and its shareholders. 1.3 To conduct business to be transparent, verifiable, disclosed completely, on time and

unbiased for all stakeholders 1.4 To control and manage risk in appropriateness and sufficient for decision making in

business’ operation 1.5 To comply and conduct business with corporate governance to avoid damage to any

stakeholders

2. Rights and equitable treatment of shareholdersThe company provides all shareholders the same information and information technology regardless of

the number of share held, individuals entity, organization entity as well as Thai and foreigners. By the time ameeting of shareholders, the Company will strictly comply with the regulation of the public company.

(1) The Company has provided information about the meeting by delivering the Notice of Meeting andaccompanying documents to shareholders in advance adequately and timely (at least 14 days prior to themeeting), in which the Notice of meeting will be described the date, time, place and agenda as well as importantinformation for its decision including the proxy delegation of shareholders and etc. The company also publishessuch information in the website prior to shipping documents.

(2) The Chairman of the meeting allocates the appropriate and sufficient time for the meeting andconducts the meeting in accordance with the meeting agenda. During the meeting, the Chairman invited allshareholders to express their opinions and ask questions to the meeting on matters related to the Companyissues.

(3) The Chairman of the Board as well as all directors will attend and answer questions of shareholdersexcept in exceptional circumstances that could not attend the meeting.

25

3. Rights of various groups of stakeholdersThe Company will ensure equality of rights of stakeholders in each group no matter who is the executive

staff, shareholders, competitors, suppliers, creditors, debtors, both public and private agencies, communitybecause the importance of cooperation between the Company and stakeholders will build stability operations, jobsand leading to the stability of the Company's financial position. Therefore, in addition to the duties andresponsibilities to the shareholders of the Company, the Board of Directors also recognizes the need to ensurethat all stakeholders are well treated in compliance with the law and ensure that these rights are protected andtreated equally.(1) Shareholders

The Company focuses on appropriate returns to shareholders by performing the appropriate action tokeep consistently result and developing of business development continuity together with an appropriate internalcontrol systems that sufficient for protecting the interests of the Company and shareholders.(2) Customers

The company recognizes the importance of the customer so that the Company focuses on customersatisfaction by offering a quality service that meet the customer needs as much as possible.(3) Employees

The Company recruits and selects the personnel according to their ability and working experience andcontinues to develop the skills of employees and also encourages employees to have a stable careeradvancement opportunities. The Company treats all employees equally and provides welfares and benefits i.e.provident fund, annual health check-up. and other benefits and etc.(4) Management Executives

The Company realizes the importance of management executives which is one of key success factor forbusiness operation so that the Company establishes the appropriate remuneration scheme including benefits andetc. for management executives.(5) Creditors and Suppliers

The company is committed to conducting business with suppliers and creditors with fairness and ethicalby following the traditional trade including terms and conditions that have mutual agreed and complying with thelaw and regulation.(6) Competitors

The Company treats competitors fairly and does not acquire information of competitors dishonestly.(7) The responsibility to community, society and environment

The Company conducts business by taking into account on the impact of social, environment andcommunity including the cooperation and attention to communities, society and the environment as a whole inaccordance with the related laws and regulations.

4. Shareholders’ MeetingThe Company assigns at least one-half of the totals of the Board of Director’s member which at least one

member of audit committee attending the shareholders’ meeting. The Company will inform the external auditorand consultants attending the meeting as well and the Company set a venue and meeting time suitable andconvenient for shareholders to attend the meeting.

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5. Leadership and VisionThe Board of Directors has set policies, strategies, and missions including budgeting to increase the

performance to the best interest of the business. The Board of Directors will monitor the management operationwhether it follow the plan together with roles and responsibility definition and specification among the Board ofDirectors, Executive Committee, Executive, Staffs and related persons. In addition, the Board of Directors hasassigned the Audit Committee to be responsible for internal audit function, performance evaluation as well as theinternal audit system to be sufficient and ensure that the appropriate risk management is maintained to protect theinterest of the Company.

6. Conflict of InterestAlthough some members of the Board of Directors, Executive Committees or Executive including staffs

are parts of shareholders of the Company, but the Company’s policies focuses on the benefits of the Companyespecially for the decision making that will involve with a matter of conflicts of interest. One or more members ofDirectors, executive committee or executives who have conflict of interest with the Company shall have no votingright in order to make independent decision and thus will disclose to public in due time to ensure thetransparency.

7. Business EthicsThe Company has established the code of conduct regarding the business ethics for the Board of

Directors, Executive Committee and staffs in order to be the working principle with integrity and fairness. Thisprinciple will be communicated to all directors, executives and staffs. The Company believes that the emphasis ofthis norm will enhance the standard of conduct and also will strengthen the confidence of investors on theCompany operation together with the building of fairness and creditability to the capital market.

8.Directors Structure The Company has total 7 directors as listed as follows:

The Company follows rules of Securities and Exchange Commission and regulation of Stock exchangeregarding to the number of Independence director and audit committee member. Under the regulation, the one-third of the Board of Directors must be Independence director and not less than 3 persons. The Company hasIndependence director and audit committee member total 3 persons which follows the above mentionedregulation.

NameExecutive Parent Executive Subsidiary Audit Committee

Company/Director Company/Director Member

1. Mr. Paitoon Chantarasereekul /

2. Mr. Pithep Chantarasereekul /

3. Mr. Pichit Chantarasereekul /

4. Mr. Wisut Hemapanpairo /

5. Mr. Chaiwat Atsawintarangkun /

6. Mrs. Supaporn Jittmittraparp /7. Police Lieutenant General Nopkao Thanyasiri

/

Total 3 persons 1 person 3 persons

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9. Aggregation or SegregationThe Chairman of the Board of Director must not be the same person as managing director because both

of them are representative of the same shareholders group and also being the major shareholders. Therefore,there is the policy when they make the important decision; it’s required to pass resolution from all director groupsin the important making decision. Therefore the important decision making shall be approved by the resolution ofall groups of directors especially for the Audit Committee to provide independent opinion in order to balance andreview the management process.

10. Remuneration of Directors, Executives Committee and Executive The Company has set the remuneration to director at the average level of the industry which is concerns

on duty and responsibility of directors, including maintaining of the qualified directors. The remuneration ofexecutives will be based on the individual’s and the Company’s performance. The remuneration will be madewith transparency and being approved by shareholders. The Company will disclose the remuneration policy andremuneration of directors and executives in annual report according to the regulations of the Securities andExchange Commission.

11. The Board of Directors’ MeetingThe Board meets once every quarter and the relevant documents shall be sent to the directors 7 days in

advance to afford the director sufficient to make the proper review and study. There is a secretary who isresponsible for the meeting and takes minute of the meeting and filling properly.

However, during the year, if there is the agenda for policy or business issues to be considered, theCompany will call an interim Board of Directors meeting as appropriate.

During year 2010 and year 2011, the Board met total 6 times a year (2010), 5 times a year (2011), thelist of attendance of each of directors is follows:

2010 2011Name of Board of Directors Number of

meeting during his/her tenure

Number of meeting during his/her tenure

Number of meeting during his/her tenure

Number of meeting during his/her tenure

1.Mr.PaitoonChantarasereekul 6 6 5 52. Mr. Pithep Chantarasereekul 6 6 5 53. Mr. Pichit Chantarasereekul 6 6 5 54. Mr. Wisut Hemapanpairoะ 6 6 5 55. Mr. Chaiwat Atsawintarangkun 6 6 5 56. Mrs. Supaporn Jittmittraparp 6 6 5 57.PoliceLieutenantGeneral Nopkao Thanyasiri

6 6 5 5

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12. Sub CommitteeThe Board of Directors has appointed Sub Committees to supervise the Company’s business. The

Audit Committee is one of Sub Committee that has tenure not over than 3 years, consisting of at least 3independent directors who are not the executive. However, in the future, the Board of Directors may appointthe Sub Committee of remuneration, nomination and others as appropriated and needed.

13. Monitor and Internal Control SystemThe Company set an Internal Audit Function to be responsible for the internal control system and audit

the significant transaction s regularly to ensure that there is the efficiency system and support the reliability ofthe financial statement. In addition the Audit Committee also reviews the efficiency of the internal systemincluding the operation and compliance control for risk management and focus on the any unusualtransactions.

14. Report of the Board of DirectorsThe Board of Directors is responsible for the Company’s financial statement and financial information

which discloses in the annual report. These financial statements have been prepared in accordance with Thaigenerally accepted accounting principles. The Company selects the appropriate accounting policies and usesthese policies consistently and discrete with carefully as well as sufficient disclosed the significant informationin the note to financial statements.

15. Investors RelationshipThe Board of Directors focuses on the important in disclose the finance and non-finance information

therefore the Company has a policy to disclose correctness, completeness, on timely basis and transparency inaccordance with the standards and regulations of The Stock Exchange of Thailand. The Company will presentthis information to all shareholders, investors and stakeholders equally in order to understand the Companyclearly and correctly then people will accept the Company and being interested to invest. Moreover, theCompany will receive the good public view which is the one target and strategy of the Company.

16. Information Disclosure and TransparencyThe Company places importance on the disclosure of information accurately, completely, transparently

and freely both for financial statements and general information, and also other information that would impactthe price of the Company property. And to ensure that the investors and all other related parties have freeaccess to the information, these information are to be publicised through different media channels such aswebsite of the Stock Exchange of Thailand, form 56-1, annual reports, and at the Annual General Meeting ofshareholders.

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Protection of Inside Information Usage for Executives

The Company has a policy and procedure for using the inside information especially, the information which has not disclosed to public yet to protect the seeking for their own interests as well as for securities trading benefits as followings:• To educate the directors and executives in all functions about the responsibility to report the each person’s securities holding and the holding of securities by his/her spouse and minor children to the Securities Exchange Commission and The Stock Exchange of Thailand under the section 59 and penal provision under section 275 notified in Securities and Exchange Act, B.E. 2535. • The Company assigns the executives to report the change in securities holding to the Securities Exchange Commission and The Stock Exchange of Thailand under the section 59 notified in Securities and Exchange Act B.E. 2535 and to submit the copy report to the Company in the same day of submission report to the Securities Exchange Commission and The Stock Exchange of Thailand. • The Company will send the memorandum to inform the executives who receives the significantinside information which will affect to the change in securities price to refrain trading in securities for the periodof one month before the financial statement and inside information public and prohibit disclosing thissignificant information to any other persons

The company has set the penalty by nature as appropriate however the Company will use themaximum penalty if it is proven that the executives or other related party use the internal information orbehave in a way that make the Company or shareholders being damaged and ruin. The maximum penalty isthe dismissal from the Company without any compensation.

Internal Control

The Board of Directors had the opinion that the internal control system of the Company is sufficient andin accordance with the Evaluation Internal Control System of the Securities and Exchange Commission and theStock Exchange of Thailand, especially the internal control in regarding to the business with the majorshareholders directors executives and related parties. The Company has the compact and sufficient internalcontrol as well as the Company has set the Internal Audit function to be responsible for submission the auditreport to the Audit Committee. The Internal Auditor has the audit scope and internal operation to make thecorrect and efficiency in control system and good management.

Dividend Payment Policy

The Company has the policy to pay dividend to shareholders not over than 60% of net profit afterdeducting the corporate tax and legal reserve in each year. The dividend payment shall depend on theconsideration of financial position and operation result, liquidity, future expansion project and etc. However, theCompany concerns on the maximize benefits to shareholders. The dividend payments shall be approved by theresolution from the shareholders or the Board of Directors.

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The Company had transactions with related party which might lead to conflict of interest transactions.The transactions were the transactions with shareholders and/or executives of the Company including thetransactions with the related companies which have the same shareholders and executives. These transactionsare disclosed in the note to financial statements and audited by the auditor of the Company as well as thedisclosure in the Audit Committee Report which can be summarized the relationship and detail of related partytransactions as bellows:

Related Party Transaction

Conflict of Interest Parties Relationship

Thanapat Property Company Limited

Mr. Paitoon Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 22.22% of Thanapat Property Company LimitedMr. Pithep Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 22.22% of Thanapat Property Company Limited Mr. Pichit Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 16.67% of Thanapat Property Company Limited Mrs.Wipaporn Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 22.22% of Thanapat Property Company Limited

Siam Nissan Krungthai Company Limited

Mr. Pichit Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 60% of Siam Nissan Krungthai Company Limited Mrs. Wipaporn Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 12.50% of Siam Nissan Krungthai Company Limited

Toyota Krungthai Company Limited

Mr. Paitoon Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 19.23% of Toyota Krungthai Company LimitedMr. Pithep Chantarasereekul, being authorized director and shareholder represent 9.6% of total issued capital of the Company and being authorized director and shareholder represent 60% of Toyota Krungthai Company Limited Mrs. Wipaporn Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director and shareholder represent 19.23% of Toyota Krungthai Company Limited

Grand Car Rent Company LimitedMiss Pimonpan Chantarasereekul, former major shareholder of the Company and being authorized director and shareholder represent 99.99% of total issued capital of Grand Car Rent Company Limited

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Conflict of Interest Parties Relationship

Carloft Auto Import Company Limited

Mr. Paitoon Chantarasereekul, being authorized director and shareholder represent 20% of total issued capital of the Company and being authorized director of Carloft Auto Import Company LimitedMiss Pimonpan Chantarasereekul, former major shareholder of the Company and being authorized director and shareholder represent 32.50% of total issued capital of Carloft Auto Import Company Limited Miss.Pimonpan Chantarasereekul, being shareholder represent 7.76% of total issued capital of the Company and being shareholder represent 16.50% of Carloft Auto Import Company Limited

Mr. Pisit Chantarasereekul, being shareholder represent 8% of total issued capital of the Company and being authorized director and shareholder represent 8.13% of Carloft Auto Import Company Limited

Mr.Paitoon Chantarasereekul Being authorized director and shareholder represent 20% of total issued capital of the Company

Mrs.Wipaporn ChantarasereekulBeing shareholders represent 20% of total issued capital of the Company and wife of Mr. PaitoonChantarasereekul

Mr. Pithep ChantarasereekulBeing authorized director and shareholders represent 9.60% of total issued capital of the Company and daughter of Mr.Paitoon Chantarasereekul

Mr. Pichit ChantarasereekulBeing authorized director and shareholders represent 9.60% of total issued capital of the Company and daughter of Mr.Paitoon Chantarasereekul

MissPimonpan Chantarasereekul Being formal major shareholder of the Company and daughter of Mr.Paitoon Chantarasereekul

MissPimontha ChantarasereekulBeing shareholders represent 7.76% of total issued capital of the Company and daughter of Mr. PaitoonChantarasereekul

Mr. Pisit ChantarasereekulBeing shareholders represent 8% of total issued capital of the Company and daughter of Mr. PaitoonChantarasereekul

Amount ( Million Baht)

NatureConflict of

Interest PartiesPricing Policy

Period ended

Period ended

31 Dec. 10 31 Dec. 11Leased Assets TransactionThe Company rents the building size 1,490 sq.m. for being ServiceCenter and allocated to be parking space size 3,000 sq.m. located inRama III Road, Khet Bangkolaem Bangkok. The rental agreement has3 years life starting from 20 Feb. 04 to 19 Feb. 07. In Mar 05, the bothparties agreed to cancel this rental agreement and prepared new 10years agreement to replace. The new agreement is ended on 20 Mar15. The rental fees is Baht 100,000 per month and the Lessor canadjust the rental fees not over than 10% in every 3 years period (Detailis listed in part no. 5: assets used in the business operation)

Siam Nissan KrungthaiCompany

limited

A Rental fees is Baht100,000per month(represent )Baht 22.27 per sq.m. including parking space)

1.2 1.2

List of Assets leased out The Company has building for rent size 350 sq.m. being CarShowroom located in Rama III Road Khet Bangkolaem Bangkok. Therental agreement has 3 years life starting from Feb.04 to Feb 07.However there is extended this agreement and will end on Feb. 15.

Siam Nissan KrungthaiCompany

limited

A rental fee is Baht 83,000 per month (represent Baht 237.14 per sq.m.)

1 1

2. The subsidiary leases office space 1,200 square meters to be used as a car showroom, located on Srinakarin Road, Prawet, Bangkok.

The lease contract is 3 years starting from August 11 to July 14 Carloft Auto

Import Co., Ltd.

Rental fee is Baht 80,644.86 per month. (Baht 71.91 per

square metre) - 0.24

Account Receivable - Leased - 0.17

Related Party Transactions1.List of Leases and Assets leased out Transactions

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2. Purchasing Assets Transactions

NatureConflict of Interest

PartiesPricing Policy

Period ended Period ended 31 Dec. 10 31 Dec. 11

1. The company purchased car for being leased out.Toyota KrungthaiCompany Limited

The Company purchased cars at cost price after

deduct special discount.

538.93 757.96

Account payables – Car purchasing 33.24 9.69

2. The company purchased car for being leased out.Siam Nissan Krungthai

Company Limited

The Company purchased cars at cost price after

deduct special discount.

42.87 87.58

Account payables – Car purchasing 2.89 -

3.List of Guarantee for loan from banks

NatureConflict of Interest

PartiesPricing Policy

Period ended Period ended

31 Dec. 10 31 Dec. 11

1. Thanapat Property Company Limited guaranteed the loan from KasikornbankPublic Company Limited for the Company by using land and building ofThanapat Property Company Limited as collateral.

1/ Bank overdraft- Limit of Baht 20 million, short-term loan in the form ofpromissory note-Limit of Baht 50 million and letter of guarantee – Limit ofBaht 50 million.

Thanapat Property Company Limited

No Fee charged- 30

2. Mr. Paitoon Chantarasereekul guaranteed short-term loan in form ofpromissory note for the Company by using his own fixed deposit withKasikornbank Public Company Limited 1/ UOB Bank Public Company Limitedand ICBC (Thai) Public Company Limited

Mr. PaitoonChantarasereekul

No Fee charged- -

3. Mr. Pithep Chantarasereekul guaranteed the loan for the Company withKasikornbank Public Company Limited 1/ Bank Overdraft – Limit of Baht 20 million, short-term loan in the form of promissory note – limit of Baht 50 million and letter of guarantee –limit of Baht 30 million

Mr. PithepChantarasereekul

No Fee charged - -

Remarks: 1/ Credit Line from Kasikornbank Public Company Limited is Bank Overdraft limit of Baht 20 million, short-term loan in the form orpromissory note limit of Baht 50 million and letter of guarantee limit of Baht 50 million at the total amount of Baht 120 million in the guaranteeconditions by Thanapat Property Company Limited, Mr. Paitoon Chantarasereekul and Mr. Pithep Chantarasereekul

Amount ( Million Baht)

Amount ( Million Baht)

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The Audit Committee’s OpinionThe Audit Committee has the opinion that the above transactions are reasonable and beneficial to the

business operation as follows:1. Leases and Assets leased out Transactions The Company rents building space for office and service center and leased building out for carshowroom in the fair price and reasonable, which can be compared with rental fees of offices nearby and in therental fees rate to premier customers of the operating lease and car leased out companies in fair price andreasonable.

The subsidiary leases to a related party at the rate agreed upon and this related party is responsible forutility expenses and common area management charges.2. Purchasing Assets Transactions

The transaction is the cars and auto parts purchasing for business operation as the leased out assetswith fair price. This price can be compared with other distributors with the normal course of business. Startingfrom year 2004, the Company has a policy to purchase cars at market price by comparing price with otherdistributors and purchase the same model with the lowest price or addition option with the highest value.3. Guarantee for loan from banks transactions

The transactions are reasonable and they are the condition for borrowing money from the CommercialBanks which is considered to be the highest benefit to the Company with no fee charges for the guarantee fromthe loans for purchasing leased out cars and loans for the liquidity of the Company.

Necessary and Reasonable of the Related Party Transactions1. Leases and Assets leased out Transactions

1.1 The Company rented the building for being Service Center from Siam Nissan Krungthai CompanyLimited and allowed Siam Nissan Krungthai Company Limited rented some part of the building for distributingNissan Cars. The both buildings located in the same area in Rama III Road. The Company owns the right of thelease space in front of the main road and Siam Nissan Krungthai Company Limited owns the right of the leasespace at the back side. Later on the Company has expanded the business therefore the Company additionalrented the back space to be Service Center and Siam Nissan Krungthai Company Limited rented some part of thefront space to be Showroom with the fair price which can be compared with the rental space of the offices nearby.The Company is necessary to do this transaction because this agreement occurred before the Company is listedin the Stock of Exchange of Thailand.

The agreement notified that the Company will use the land in the front side for construction officebuilding and Siam Nissan Krungthai Company Limited will use the land at the back side for construction repairingcars service center. Later on the Company has expanded the business, the Company has addition used theoffice space at the back side for customer services area. Therefore the Company rented that space from SiamNissan Krungthai Company Limited and in the meantime Siam Nissan Krungthai Company Limited rented thefront side to be used for parking areas of selling cars for the showroom of Nissan Car distributors. This is theconsequence from the past agreement and will continue throughout 10 years agreement and will end at 19February 2015.

1.2 Subsidiary leased land to be Toyotasure Krungthai Showroom, Sri Nakarin Branch and the branchoffice. And this subsidiary leases some part of land to Carloft Auto Import Co., Ltd. for being showroom for sellingimported cars. Both of buildings are located in the same area on Sri Nakarin Road and the rental fees are underthe agreed upon. Such related parties are responsible for utilities expenses and common area managementcharges.

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35

2. Purchasing Assets TransactionsThe Company purchased cars, auto parts and tools from Siam Nissan Krungthai Company Limited and

Toyota Krungthai Company Limited for its business operation with the fair price which can be compared to otherdistributors. In the future, if there is the addition related party transactions of purchasing assets, the Company willassign the Audit Committee to consider the price whether this transactions is needed and reasonable in order tobe the highest benefits to the Company and shareholders. The Company expects that these related transactionswill occur again because the Company has the policy for customer to select the brand of the cars while theCompany will allow other distributors to propose the price for competition. The distributor that offers the bestpackage will be selected.3. Guarantee for loan from banks transactions

Thanapat Property Company Limited, Mr. Paitoon Chantarasereekul and Mr. Pithep Chantarasereekul are the guarantors for the short-term loans and long-term loans from the Commercial Banks with no fees charged.The Company has the necessary to have the capital for business operations therefore the major shareholdersgroup has to support this borrowing from the Commercial Banks. The Company will operate in the fair deal if theguarantee fee charged is involved. The Company will use the fair and competitive price with market which thisprice has to be approved by the resolution from the Audit committee. However, the major shareholders group hasthe policy to support the borrowing with no fees charged.

Additional Related Party TransactionsInvestment for restructuring business

The Audit Committee’s OpinionThis transaction is reasonable because it can get rid of the conflict of interest between the Company and

the Chantarasereekul Family. And also this is the business restructuring which the Company can expand thescope of business operation widely and completely with the purchase price equal to par value of Baht 100 pershare. This is considered to be the fair price because at the purchasing time, Krungthai Automobile CompanyLimited had no operating activities therefore the purchase price from the Chantarasereekul Family was at cost.

Nature Conflict of interest persons Pricing PolicyTransaction

Value (Million Baht)The Company bought Mr. Paitoon Chantarasereekul The Company 5.5the common shares Mrs. Wipaporn Chantarasereekul bought at par 7.5

from Krungthai Mr. Pithep Chantarasereekul value of Baht 100 5Automobile Company Mr. Pichit Chantarasereekul per share. 5

Limited Miss Pimonpan Chantarasereekul 5Miss Pimontha Chantarasereekul 5Mr. Pisit Chantarasereekul 5Total 38

36

The Necessary and Reasonable of the Related Party Transactions

The Company bought the 379,993 common shares of Krungthai Automobile Company Limited from theChantarasereekul Family at par value of Baht 100 per share in total amount of Baht 37,999,300 therefore theCompany is considered to be the major shareholders represented 95.00% of issued and registered share capitalof Baht 40,000,000. This is considered to be the business restructuring and in order to get rid of the conflict ofinterest between the Company and the Chantarasereekul Family because Krungthai Automobile Company Limitedoperates the buying and selling used cars for the general customers and in the future the Company may appointKrungthai Automobile Company Limited to be its dealer or representative for the due cars via the distributioncenter of Krungthai Automobile Company Limited. The Company will pay the management fees to KrungthaiAutomobile Company Limited therefore the investment in common shares of Krungthai Automobile CompanyLimited can get rid of the conflicts of interest and increase the distribution channels for selling the due cars.Moreover, Krungthai Automobile Company Limited is able to purchase cars from general customer and re-sale asused cars. This transaction can be considered to be the total benefits to the Company as well as the purchaseprice is equal to par value as a fair price in accordance with the net assets of Krungthai Automobile CompanyLimited.

Measure and Procedure for Approve the Related Party Transactions

The Company has established the measure and procedure for approve the related party transactions byno one or more from executives or other person who has a conflict of interest participate in authorized thetransactions. In addition, the Company assigns the Audit Committee to consider and give the opinion whether thetransaction is appropriate. Regarding to the policy dealing with related party transaction, the Company will specifythe detail of transactions, price and other conditions clearly, this can be audited by the auditor and disclose in thenote to financial statements.

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Operation Outlook

Summary of consolidated financial position and operating results for the year ended December 31, 2011. The Companyreported total revenues of Baht 2,288.18 million, net profit of Baht 323.40 million, and total assets of Baht 3,652.17 million which thetotal assets include cars for rent and cars held for sale were 6,407 cars, valued Baht 3,129.09 million decreased from December 31,2010 which was the number of 6,054 cars, valued Baht 2,955.36 million. The asset increased in recent year was mainly due toincreasing the car rental customer base. Whereas, the Company had total liabilities as at December 31, 2011 of Baht 2,247.98million, representing a decrease of Baht 2,264.68 million from 2010 was mainly due to an increase of cash flow from cars are due forselling and proper management of working capital. As a result, the Company can afford more debts within a year and Shareholder'sequity as at December 31, 2011 of Baht 1,404.19 million, representing an increase of Baht 1,277.33 million compared to 2010, whichincreased by Baht 325.50 million of net profit for 2011.

Revenue

In 2011, the Company reported total revenues of Baht 2,288.18 million, which increased from year 2010 of Baht 91.84 million, orrepresenting an increase of 4.18% from Baht 2,196.34 million in 2010. The major revenue can be separated into three parts asfollows:

1.) Revenue from car rental of Baht 1,096.94 million, an increase of Baht 23.56 million, representing an increase of 2.19% from the previous year. As a result of the portfolio expansion in car rental and continually increasing number of customers thatemphasizes the importance of group of customer services mainly.

2.) Revenue from the sale of car at expiration of lease of Baht 720.59 million, an increase of Baht 46.77 million,representing an increase of 6.94% from the previous year. As a result of an increase of sales price per car. Due to the marketdemand for cars increases, with high-quality maintenance that meet the needs of customers. As a result, the company can sell thecar at a higher value compared to the previous year. The cars are due at the end of the lease and selling in 2010 were 1,269 cars, adecrease of 62 cars, or 4.66% from the year 2010, which the profit of sales per car increased by 6.3% when compared to theprevious year.

3.) Revenues from car sales (operated by its subsidiaries) of Baht 378 million, a decrease of Baht 7.28 million, representinga decrease of 1.89% from the previous year due to the flood situation in the fourth quarter. As a result, the car dealerships atKarnchanapisek branch had closed for more than a month. In 2011, the Company had sold of 511 cars decreased from 2010 whichwere 559 cars.

Costs and Expenses

In 2011, the rental costs of Baht 887.32 million, representing a decrease of Baht 9.35 million or 1.04% from the previousyear due to a better management control of cost of car rental, however, this making a cost reduction such as maintenance and repairexpenses, insurance expenses and taxes, including depreciation expenses and etc.

In 2011, the cost of car sold of Baht 700.85 million, representing an increase of Baht 25.46 million or 3.77% from theprevious year. The cost of car sold varied according to the increasing in sales volume.

The costs of general and administrative of the Company comprised of the cost of employee benefits, the cost of marketing,the cost of advertising, the cost of public relations, the cost of utility, the cost of renting and etc. In 2011, The Company had totalgeneral and administrative expenses of Baht 141.41 million, representing an increase of Baht 16.15 million or 12.89% from theprevious year. The main expense came from an increase in employee expenses during the year.

Management Discussion and Analysis

38

Net profits and returns

In 2011, the Company reported net profit of Baht 325.50 million, representing 14.23% of net profit margin, when comparedto 2010 of Baht 343.78 million or representing 15.74% decline in net profit margin. The decrease in net profit in 2011 resulting froman increase in the corporate income tax in 2010 of Baht 130.06 million, representing an increase of 275.70% when compared tocorporate income tax in 2010 of Baht 34.62 million. An increase in the corporate income tax resulting from tax benefits ended namely;1) The tax rate reduction in case the company that has been listed in the stock exchange of Thailand (SET) under the Royal Decree(No. 467) as amended by Royal Decree (No. 474), the corporate tax rates were lowered from 30% to 25% - the company benefited in2006-2010 and 2) Income Tax Return of the "Notification of the Director-General of the revenue Department Re: Income Tax(No.156)" The tax-exempt of 25% of the money paid for the investment - the company benefited in 2006-2010However, the profits before tax in 2011of Baht 455.56 million, increased by 19.77% from the previous year. In 2010, the corporateincome tax of Baht 380.36 million.

Financial positionsAssets

As of 31 December 2011, the Company reported total assets of Baht 3,652.17 million, increased from the previous year asat 31 December 2010 amounted to Baht 3,542.01 million. The total assets as at 31 December 2011 are divided into the currentassets of Baht 569.67 million, representing 15.60% of total assets and non-current assets of Baht 3,082.50 million, representing84.40% of total assets when compared as at 31 December 2010, the current assets of Baht 518.91 million, representing 14.65% oftotal assets and non-current assets of Baht 3,023.10 million, representing 85.35% of total assets. The major asset of company is carin portfolio which increased from previous year of Baht 173.73 million or an increase of 5.88%. The cars in portfolio increased nettotal of 353 cars, increasing 6,407 cars compared as at 31 December 2010, there were 6,054 cars due to expand customer base.

Cars in portfolio

DescriptionFor the year ended 31 December

2009 2010 2011Cars at the beginning of the periods (cars) 5,718 6,076 6,054Purchased during periods (cars) 1,467 1,309 1,622Sold during periods (cars) 1,109 1,331 1,269Cars at the ended of the periods (cars) - cars held for sales - cars held for leasedTotal cars at the ended of periods

3145,7626,076

2525,8026,054

3706,0376,407

Net book value at ended of periods (Million Baht)- cars held for sales

- cars held for leasedTotal Net book value at ended of periods

92.232,977.063,069.29

72.562,882.802,955.36

142.422,917.053,059.47

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Accounts receivableThe quality of accounts receivable of the Company (before deduct allowance for doubtful accounts) as at 31 December

2011 equal to Baht 193.01million, an increase of Baht 28.46 million, representing an increase of 17.30% from the previous year.Whereas, in 2010, total accounts receivable equal to Baht 164.55 million. The accounts receivable of Baht 193.01 million, divided intothe accounts receivable from car sold of Baht 85.61 million and the accounts receivable from car rental of Baht 103.49 million. Thetotal accounts receivable from car sold is in a group of Banks to provide a car loan, so there is no risk of payment to the Company,the accounts receivable from car rental of Baht 103.49 million, the accounts receivable are not due payment of Baht 73.11 million, orrepresenting of 70.64% of the accounts receivable from car rental. The Company has policy in closed follow up on debt and customerselection by consideration on reliable and good financial positions. The major receivable, more than 95%, was corporate customeri.e. government agencies, state enterprise and private enterprise which were the good settlement profiles and qualities. However, theCompany provided the allowance for doubtful accounts according to the Company’s policy as mentioned in Assets for operation, No.5, in the Receivable under operating leased, No. 5.5, in order to protect collectible risk.Accounts receivable can be analyzed as followings:

Details of accounts receivable ledger

Sources of FundLiabilities

As at 31 December 2011, the Company reported total liabilities of Baht 2,247.98 million, a decrease as at 31 December2010 of Baht 16.70 million, representing a decrease of 0.74% of total liabilities in 2010 of Baht 2,264.68 million. It is because of theCompany had more settled the liabilities. The total liabilities as at 31 December 2011 representing 61.55 % of total assets, separatedto the current liabilities of 57% of total liabilities and non-current liabilities of 43% of total liabilities. Comparing to total liabilities as at31 December 2010, which representing 63.94% of total assets, separated to the current liabilities of 55.92% of total liabilities and non-current liabilities of 44.08 of total liabilities. Consideration, this is the normal liabilities ratio for the business which the main structureof fund was liabilities. However, the company's liabilities were due to it’s the normal liabilities ratio for the business which the mainstructure of fund was liabilities. The Company must manage its cash inflow and cash outflow in order to have balance and consistentto protect the liquidity risk of period and interest rate. The Company sets the borrowing periods in comply with the period ofoperating leased contract and tries to find the fixed interest rate funds for matching with the fixed interest of operating leased in orderto reduce the volatile on interest rate risk.

The liabilities under hire purchase and finance leased contracts can be summarized as followings:

Description As at 31 December 2009 As at 31 December 2010 As at 31 December 2011 Undue 153.74 149.53 158.72 Not exceed 3 months 8.45 10.20 25.01 3 – 6 months 0.59 0.36 4.87 Over than 6 months 5.09 4.46 4.41Total 167.87 164.55 193.01Less: Allowance for doubtful

accounts (5.34) (4.55) (3.91)

Net 162.53 160.00 189.10

Description As at 31 December 2009 As at 31 December 2010 As at 31 December 2011 Receivable from rental car 107.74 95.28 103.49 Receivable from selling car 54.79 64.72 85.61 Total 162.53 160.00 189.10

Description As at 31 December 2009 As at 31 December 2010 As at 31 December 2011 Not exceed one year 636.47 821.73 718.28 1 – 3 years 1,219.22 829.27 722.70Total 1,855.69 1,651.00 1,440.98

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Shareholders’ equity

As at 31 December 2011, the shareholders’ equity was Baht 1,404.19 million; increased when compared with 31 December2010 which was Baht 1,277.33 million due to the operating results of the Company had net profits of Baht 325.50 million. While theCompany paid dividends to shareholders twice a year in the total amount of Baht 170.00 million; 1) the shareholders at the GeneralMeeting resolved approving to pay the dividend from the second half operating results of 2010 in the total amount of Baht 95.00 million or an equivalent rate of Baht 0.38 per share and 2) from the resolution on the Board of Directors of the Company No. 3/2011approved to pay interim dividend from the first six months operating results of 2011 in the total amount of Baht 100.0 million or anequivalent rate of Baht 0.40 per share

Capital StructureThe Company purchases cars for leasing by using the major capital from liabilities under hire purchase agreement (as at

the end of 2011 representing 75% of long-term borrowings). This is the normal operation for this business due to the liabilities occursfrom the acquisition of assets for the operation of the company and such liabilities can be matched the cash outflows with the cashinflows of the Company. In addition, it is the policy of using the sources of fund of the Company, besides the consistency of cashinflows and outflows; the interest-rate manipulation is easy with a constant interest rate.

However, the Company may borrow from financial institutions if the Company considers that they are less cost of borrowingand including the Company gets the major customer who demands the large quantities of rental cars.

In summary, the Company finds the sources of fund by consideration the matching between cash inflows and outflows, thequantity of leasing contract and cost of capital in order to maximize efficiency of operations and financial management.

LiquidityIn 2011, the Company had the cash inflows from operating activities were Baht 983.62 million. This is the result of profitable

operations. While the Company has the cash flow used in investing activities in the amount of Baht 23.88 million. The amount of Baht21.10 million used in additional to the showroom construction of its subsidiary and the cash flows from financing activities of theCompany. The Company had overdrafts and long-term loans from financial institutions increased of Baht 332.36 million resulting inthe cash flows used in financing activities of Baht 1,026.29 million, divided into the cash outflow from financing activities were thedividend paid from the second half of the 2010 operating results and the first six months of the 2011 operating results in the amountof Baht 196.73 million, interest payment of Baht 103.80 million and paid the liabilities under hire purchase agreement and financeleasing agreement of Baht 914.21 million, and paid the long-term loan from financial institutions of Baht 143.91 million. As a result,the cash flows were decreased by Baht 66.54 million.

As at 31 December 2011, the Company had the obligations to pay liabilities under hire purchased agreement, financeleasing and current portion of long term loans of Baht 853.70 million. Whereas, the Company had minimum future rental income fromunder the operating leases which cannot be terminated no exceed one year in the amount of Baht 859.24 million. As well as thecash inflow in future come from selling the cars are due lease expires in during 2012 resulting in the company has sufficient liquidity.

The details of future income under operating leased which cannot be terminated are as follows:

Future income As at 31 December 2009 As at 31 December 2010 As at 31 December 2011 Not exceed 1 year 895.73 866.28 859.24 Over 1 year but not exceed 5 years 1,072.85 921.67 980.61

Total 1,968.58 1,787.95 1,839.85

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Auditors’ remuneration Audit fee

In 2011, the Company appointed Ms. Chantra Wongsri-Udomporn, CPA No. 4996 and Ms. SulalitArdsawang, CPA No. 7517 from Dharmniti Auditing Company Limited to serve as the Company’s auditors and itssubsidiaries, respectively. The total audit fees for the year 2011 of Baht 895,000; divided into the audit fees forCompany of Baht 675,000 and its subsidiaries of Baht 220,000.

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Corporate Social Responsibility Activities

43

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General Information

Company Name : Krungthai Car Rent and Lease Public Company Limited Stock Code : KCARNature of Business : Operating lease services and short-term car rental Registered Capital : Paid-up capital of 250,000,000 shares, with a par value of Baht 1.00 per shareHead Office : 455/1 Rama 3 Road, Bangkhlo, Bang Kho Laem Bangkok 10120Asoke Branch : 235 Asok-Din Daeng Road, Makkasan, Ratchathewi, Bangkok 10320Registration No. : Bor. Mor. Jor. 0107547000761Telephone : 66 (0) 2291-8888Fax : 66 (0) 2291-4488Website : www.krungthai.co.th Registrar : Thailand Securities Depository Company Limited.

62 The Stock Exchange of Thailand Building, 4th, 7th Floor, RatchadaphisekRoad, Klong Toey, Bangkok 10110 Thailand. Tel: 66 (0) 2229-2800 Fax: 66 (0) 2359-1271

Auditor : Miss Chantra Wongsri-Udomporn, Certified Public Accountant No. 4996

Audit Firm Name : Dharmniti Auditing Company Limited Audit Firm Location : 267/1 Pracharat Sai 1 Road, Bangsue, Bangkok 10800

Tel: 66 (0) 2587-8080 Fax: 66 (0) 2586-0301

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Subsidiary Name : Krungthai Automobile Co., Ltd.Shareholding Status : 95 percent of paid-up registered capital Nature of Business : Purchase, sell, exchange, repair and distribution of new & used cars and equipment Registered Capital : Paid-up capital of 400,000 shares, with a par value of Baht 100.00 per share Head Office : 1625 Bangphai, Bangkhae, Bangkok Telephone : 66 (0) 2455-4455Fax : 66 (0) 2455-4441Auditor : Miss Sulalit Ardsawang

Certified Public Accountant No. 7517Audit Firm Name : Dharmniti Auditing Company LimitedAudit Firm Location : 267/1 Pracharat Sai 1 Road, Bangsue, Bangkok 10800

Tel: 66 (0) 2587-8080 Fax: 66 (0) 2586-0301

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Dir

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Exe

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Pro

file

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48

49

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Detail of positions of Board of Directors, Executives and Controlled Power persons in subsidiary and related parties as at 31 December 2011

Company Subsidiary Related Parties

Krungthai Automobile Company Limited

Thanapat Property Company Limited

Siam Nissan KrungthaiCompany Limited

Toyota KrungthaiCompany Limited

1. Mr. Paitoon Chantarasereekul X // S / S / S O / S

2. Mr. Pithep Chantarasereekul / // S O / S / S / S O

3. Mr. Pichit Chantarasereekul / // S / S / S / S O

4. Mr. Wisut Hemapanpairo / / O

5. Mr. Chaiwat Atsawintarangkun / A

6. Mrs. Supaporn Jittmittraparp / A

7. Police Lieutenant General Nopkao Thanyasiri

/ A

8. Mr. Sakditouch Chantarasereekul

9. Miss Sirima Cha-emkun

10. Miss Jittiya Luangjamekorn

11. Mr. Thaweesak Panomrengsak

12. Miss Pornpan Sattawatkul

Remarks: / = Director X = The Chairman of the Board of Directors // = Executive Director A = Audit Committee S = Authorized Director O = Managing Director

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52

Report of the Audit Committee

According to the Securities and Exchange Commission assigned all listed companies appointed theAudit Committee in order to be the good corporate governance. The Audit Committee of Krungthai Car Rentand Lease Public Company Limited has appointed from shareholders on April 11, 2006 which consists of 3independence directors. At present, Mr. Chaiwat Atsawintarangkun is the Chairman of the Audit Committee,Mrs. Supaporn Jittmittraparp and Police Lieutenant General Nopkao are the Audit Committee members. Therole and responsibilities are as follows;

- To review and ensure the accurate report of company’s financial information and sufficient disclose bycorporate with external auditors and management who is responsible for preparing the financial informationincluding the quarterly and annual reporting or according to request by directors and/or managements.- To review and ensure the Company has an appropriate and efficient internal control and internal audit byreviewing together with external and internal auditors.- To review and ensure the conduct of the Company in compliance with the law relevant to the securities, andsecurities exchange, regulations of the securities exchange of Thailand, or other law relevant to the Company’sbusiness.-To select and appoint the Company’s auditors including the compensations of auditor with regard to reliability,adequacy of resource and quantity of audit work including the experience of auditors who are appointed to auditthe Company.- To consider the disclosure the accuracy and completeness of connected transactions or potential conflicts ofinterest.- To perform any other act as assigned by the Company’s Board of Directors, with the approval of the auditcommittee such as reviewing financial management policy and risk management, reviewing business’ ethics ofexecutives, reviewing the important reports that need to present to public as required by law with managementteam such as management’s discussion and analysis, etc.- To prepare report of the Audit Committee and disclose the report within Company’s Annual report and suchreport to be affixed with the signature of the Chairman of the Audit Committee. The report should comprise thefollowing information:

- Opinion on the accuracy, completeness and reliability of the preparation and disclosure in Company’sfinancial report

- Opinion on the adequacy of the Company’s internal control system- Reason to believe that external auditor is appropriate to be appointed another term- Opinion on legal compliance related to the securities and securities exchange, regulation of the

securities exchange, or law relevant to the Company’s business

- Any other reports the Committee felt the shareholders and investors in general should know within thescope of duties and responsibilities assigned by the Board of Directors.- To prepare the report of the Audit Committee to Board of Directors once a year- To have the authority to conduct investigations on necessary matters including seeking the opinion ofindependent consultants and other professionals when deemed necessary in order to success in perform theduties and responsibilities.

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During 2011, there were total 4 times audit committee meeting by reviewing Company’s financialstatement every quarter including giving comments and advising in order to ensure that the Company’sfinancial statement in accordance with general accepted accounting principles. In addition, the auditcommittee had pursued in coordination with managements to improve the operations strong andtransparency such as approve lease contract, marketing, service for due cars, accounting, financing andetc.

The Audit Committee has the opinion that the Company’s operation during year 2011 was underthe good and appropriate internal control.

In considering the appointment of auditor, the Audit Committee proposed the Board of Directors topresent to the Shareholders’ Meeting for approval of the appointment of Mr. Poj Asavasantichai (CertifiedPublic Accountant No. 4891) and/or Ms. Chantra Wongsriudomporn (Certified Public Accountant No. 4996)from Dharmniti Auditing Co., Ltd, as the Company’s auditor for the fiscal year 2012.

(Mr. Chaiwat Atsawintarangkun)The Chairman of the Audit Committee

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REPORT OF THE AUDITOR

To The Shareholders and Board of Directors ofKRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY

I have audited the accompanying consolidated statements of financial position of Krungthai Car Rent andLease Public Company Limited and its subsidiary as at December 31, 2011 and 2010, and the relatedconsolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equityand consolidated statements of cash flows for the years then ended, and the statements of financial position ofKrungthai Car Rent and Lease Public Company Limited as at December 31, 2011 and 2010, and the relatedstatements of comprehensive income, statements of changes in shareholders’ equity and statements of cashflows for the years then ended. These financial statements are the responsibility of the Company’s managementas to their correctness and completeness of the presentation. My responsibility is to express an opinion on thesefinancial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards. Those standardsrequire that I plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation.I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, theconsolidated financial position of Krungthai Car Rent and Lease Public Company Limited and its subsidiary as atDecember 31, 2011 and 2010, and the consolidated results of their operations, consolidated changes in theirshareholders' equity and their consolidated cash flows for the years then ended, and the financial position ofKrungthai Car Rent and Lease Public Company Limited as at December 31, 2011 and 2010, and the results of itsoperations, changes in its shareholders’ equity and its cash flows for the years then ended in accordance withgenerally accepted accounting principles.

As discussed in Note 2.3 to the financial statements for the year ended December 31, 2011, theCompany has adopted the financial reporting standards which issued and revised by the Federation of AccountingProfessions. It requires compliance with the financial statements the period beginning on or after January 1, 2011for the preparation and presentation of the financial statements. The financial statements for the year endedDecember 31, 2010, which used to compare, have been presented in accordance with the new format in order tocomply with the financial statements for the year ended December 31, 2011.

(Miss Chantra Wongsri-Udomporn)Certified Public Accountant

Registration No. 4996

Dharmniti Auditing Company LimitedBangkok, ThailandFebruary 28, 20122012/223/0259

55

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARYSTATEMENTS OF FINANCIAL POSITIONAS AT DECEMBER 31, 2011 AND 2010

ASSETSBaht

Consolidated Separatefinancial statements financial statements

Note 2011 2010 2011 2010Current assets

Cash and cash equivalents 6

89,803,991.38

156,343,300.05

77,701,888.68

92,713,687.68

Investment in available - for - sale securities 7

667,840.73

409,190.79

667,840.73

409,190.79

Trade accounts receivable, net 8

189,096,108.19

159,993,937.24

160,963,209.01

137,686,555.86

Inventories 9

214,478,552.57

136,745,392.79

144,860,011.44

74,491,109.04 Other current assets

Prepaid insurance premium

42,533,245.13

38,027,232.06

42,533,245.13

38,027,232.06

Others 10

33,085,745.88

27,388,568.49

28,779,695.24

24,969,641.80

Total current assets

569,665,483.88

518,907,621.42

455,505,890.23

368,297,417.23 Non-current assets

Cash at banks using for guarantee 11 63,053,444.05

60,150,311.15

63,000,000.00

60,097,530.45

Investment in subsidiary company 12 - -

37,999,300.00

37,999,300.00

Assets-for-leases, net 13

2,917,047,480.21

2,882,802,005.43

2,917,047,480.21

2,882,802,005.43

Equipment, net 14

9,612,858.36

9,525,587.09

6,578,976.62

7,775,177.31 Intangible assets, net 15

2,089,280.44

1,915,144.80

1,618,084.13

1,578,101.06

Leasehold right, net 16

54,841,639.46

42,225,873.38

18,694,257.54

20,339,610.32

Other non-current assets

Withholding tax deducted at source

33,321,527.46

25,517,505.18

33,321,527.46

25,517,505.18

Others

2,534,318.00

964,700.00

228,318.00

11,200.00

Total non-current assets

3,082,500,547.98

3,023,101,127.03

3,078,487,943.96

3,036,120,429.75

Total assets

3,652,166,031.86 3,542,008,748.45

3,533,993,834.19

3,404,417,846.98

56

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARYSTATEMENTS OF FINANCIAL POSITION (CONT.)

AS AT DECEMBER 31, 2011 AND 2010

LIABILITIES AND SHAREHOLDERS' EQUITYBaht

Consolidated Separatefinancial statements financial statements

Note 2011 2010 2011 2010Current liabilities

Bank overdrafts and short-term loans from

financial institutions 17

174,442,900.85

62,081,406.62

171,023,607.05

60,721,183.60 Trade accounts payable

- Related companies 5

279,126.73

298,972.63

279,126.73

298,972.63

- Other companies

17,388,642.77

18,235,273.36

17,388,642.77

18,235,273.36 Accounts payable - purchase assets for leases

- Related companies 5

9,690,691.25

36,128,068.36 9,690,691.25

36,128,068.36

- Other companies

92,631,592.37

98,871,577.28

92,631,592.37

98,871,577.28 Current portion of long-term loans from

financial institutions 19

135,421,495.85

131,747,000.00

135,421,495.85

131,747,000.00

Short - term loans from subsidiaries 18 - -

30,000,000.00 -

Current portion of hire-purchase contracts payable 20

718,279,510.99

821,728,142.75

718,279,510.99

821,728,142.75

Accrued expenses 5

31,066,763.11

33,272,293.76

28,664,793.32

31,515,783.88 Accrued income tax

45,054,287.54

9,974,148.09

34,315,673.48 -

Other current liabilities 21

57,080,414.38

54,148,923.87

50,021,365.39

46,761,768.37

Total current liabilities

1,281,335,425.84

1,266,485,806.72

1,287,716,499.20

1,246,007,770.23 Non-current liabilities

Long-term loans from financial institutions - net 19

241,337,015.22

168,922,900.00

241,337,015.22

168,922,900.00

Hire-purchase contracts payable - net 20

722,696,145.48

829,266,884.47

722,696,145.48

829,266,884.47

Employee benefit obligations 22

2,608,466.00 -

2,499,107.00 -

Total non-current liabilities

966,641,626.70

998,189,784.47

966,532,267.70

998,189,784.47

Total liabilities

2,247,977,052.54

2,264,675,591.19

2,254,248,766.90

2,244,197,554.70

57

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARYSTATEMENTS OF FINANCIAL POSITION (CONT.)

AS AT DECEMBER 31, 2011 AND 2010

LIABILITIES AND SHAREHOLDERS' EQUITY (CONT.)Baht

Consolidated Separatefinancial statements financial statements

Note 2011 2010 2011 2010Shareholders' equity

Share capitalAuthorized share capital

250,000,000 ordinary shares of Baht 1.00 each 250,000,000.00

250,000,000.00 250,000,000.00 250,000,000.00

Issued and paid-up share capital250,000,000 ordinary shares of Baht 1.00 each 250,000,000.00 250,000,000.00 250,000,000.00 250,000,000.00

Premium on share capital 162,450,370.20 162,450,370.20 162,450,370.20 162,450,370.20 Retained earnings

Appropriated - legal reserve 26 31,957,648.04 30,000,000.00 30,000,000.00 30,000,000.00

Unappropriated

951,654,214.49

827,127,002.07

837,285,110.50

717,769,744.74 Profit from investment in available for sale

seculities measurement 7

9,586.59

177.34

9,586.59

177.34

Total shareholders' equity of the parent, net

1,396,071,819.32

1,269,577,549.61

1,279,745,067.29

1,160,220,292.28

Non - controlling interests

8,117,160.00

7,755,607.65 - -

Total shareholders' equity

1,404,188,979.32

1,277,333,157.26

1,297,745,067.29

1,160,220,292.28

Total liabilities and shareholders' equity

3,652,166,031.86

3,542,008,748.45

3,533,993,834.19

3,404,417,846.98

58

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARYSTATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

BahtConsolidated Separate

financial statements financial statementsNote 2011 2010 2011 2010

RevenuesIncome on car leases 1,096,943,307.73 1,073,386,661.92 1,096,943,307.73 1,073,386,661.92 Income on sale of cars 1,098,561,968.73 1,059,064,628.77 720,557,927.56 673,785,303.83 Dividend income from subsidiaries 12 - - 32,770,000.00 - Other income 23 92,671,362.43 63,884,871.02 67,907,850.97 44,645,133.15

Total income 2,288,176,638.89 2,196,336,161.71 1,918,179,086.26 1,791,817,098.90 Expenses

Cost of car leases 5 887,322,711.36 896,671,171.27 887,322,711.36 896,671,171.27 Cost of sales of cars 700,853,642.08 675,389,364.37 378,650,525.95 337,637,432.65 Selling expenses 5 37,242,609.42 33,228,815.34 53,487,404.56 45,499,870.19 Administrative expenses 87,797,523.54 77,246,322.32 55,669,932.15 56,839,235.49 Directors and executive remuneration 5 16,367,951.23 14,787,022.84 13,064,629.20 12,298,844.84 Financial cost 103,035,730.48 118,656,482.15 103,180,926.80 118,656,482.15

Total expenses 1,832,620,168.11 1,815,979,178.29 1,491,376,130.02 1,467,603,036.59 Profit before income tax 455,556,470.78 380,356,983.42 426,802,956.24 324,214,062.31 Income tax expenses 25 130,060,119.97 34,618,869.15 110,424,692.48 17,628,908.87 Profit for the year 325,496,350.81 345,738,114.27 316,378,263.76 306,585,153.44 Other comprehensive income

Profit from investment in avilable for sale seculitiesmeasurement 9,409.25 177.34 9,409.25 177.34

Comprehensive income for the year 325,505,760.06 345,738,291.61 316,387,673.01 306,585,330.78

Profit attributable to:Shareholders of the parent 323,401,946.46 343,780,466.23 316,378,263.76 306,585,153.44Non - controlling interests 2,094,404.35 1,957,648.04 - -

Profit attributable of comprehensive incomeShareholders of the parent 323,411,355.71 343,780,643.57 316,387,673.01 306,585,330.78Non - controlling interests 2,094,404.35 1,957,648.04 - -

Basic earnings per share 28

Profit of shareholders of the parent 1.29

1.38 1.27

1.23

59

60

61

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARYSTATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

BahtConsolidated Separate

financial statements financial statements2011 2010 2011 2010

Cash flows from operating activitiesProfit before income tax 455,556,470.78 380,356,983.42 426,802,956.24 324,214,062.31 Adjustments to reconcile profit before income tax

to net cash provided by (used in) operating activitiesDoubtful accounts (reversal) (638,360.79) (783,631.19) (638,360.79) (783,631.19)

Bad debts

343,318.03

767,227.81 343,318.03

767,227.81

Written-off withholding tax - 1,018,122.72 - 1,018,122.72 Depreciation and amortization 653,041,642.97 678,151,421.65 647,231,397.54 674,560,594.23 Loss on sale of fixed assets - 12,299.45 - 12,299.45 Gain on sale of investments in available for

sale securities (249,063.35) (191,931.50) (249,063.35) (191,931.50)

Expenses for employee benefits

688,490.00 - 636,171.00 -

Dividend income from subsidiary - - (32,770,000.00) - Interest income (1,650,071.08) (597,856.29) (1,360,851.08) (500,169.43)Interest expenses 102,956,225.48 118,656,482.15 103,103,800.80 118,656,482.15

Profit from operating before changing in operatingassets and liabilities 1,210,048,652.04 1,177,389,118.22 1,143,099,368.39 1,117,753,056.55

(Increase) decrease in operating assetsTrade accounts receivable (28,807,128.19) 2,550,095.61 (22,981,610.39) 12,444,552.99 Inventories 372,601,218.87 325,181,258.84 379,965,476.25 339,337,215.24 Other current assets (13,308,049.02) 2,531,838.74 (9,350,925.07) 2,161,123.10 Other non-current assets (1,569,618.00) 22,392.00 (217,118.00) 21,000.00

Increase (decrease) in operating liabilitiesTrade accounts payable (866,476.49) (270,563.37) (866,476.49) (270,563.37)Accured expenses 228,900.41 5,886,054.70 (2,153,036.75) 4,743,280.20 Other current liabilities 2,931,490.51 (4,904,393.61) 3,259,597.02 (6,334,155.18)

Cash generated for operation 1,541,258,990.13 1,508,385,801.13 1,490,755,274.96 1,469,855,509.53 Cash paid for purchase of assets for leases (462,655,283.37) (428,186,802.01) (462,655,283.37) (428,186,802.01)Cash paid for income tax (94,979,980.52) (39,396,578.89) (76,109,019.00) (25,432,931.15)

Net cash provided by operating activities 983,623,726.24 1,040,802,420.23 951,990,972.59 1,016,235,776.37 Notes to financial statements form an intergral part of these statements.

62

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARYSTATEMENTS OF CASH FLOWS (CONT.)

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

BahtConsolidated Separate

financial statements financial statements2011 2010 2011 2010

Cash flows from investing activitiesCash received from interest income 1,729,276.53 583,596.03 1,292,481.21 485,909.17 Cash received from short-term loans from subsidiaries - - 30,000,000.00 - Cash received from sale investment in available-for-sale securities 90,000,000.00 140,000,000.00 90,000,000.00 140,000,000.00 Cash paid for investment in available-for-sale securities (90,000,000.00) (140,000,000.00) (90,000,000.00) (140,000,000.00)Increase in cash at banks using for guarantee (2,903,132.90) (62,153.96) (2,902,469.55) (61,880.56)Dividend received from subsidiary - - 32,770,000.00 - Cash received from sale of fixed assets - 20,800.00 - 20,800.00 Cash paid for purchase of fixed assets (22,305,643.57) (13,683,030.95) (1,270,073.30) (6,473,679.73)Cash paid for purchase of intangible assets (395,511.80) (417,841.24) (275,616.00) (285,225.00)

Net cash provided by (used in) investing activities (23,875,011.74) (13,558,630.12) 59,614,322.36 (6,314,076.12)Cash flows from financing activities

Cash paid for interest expenses (103,801,754.61) (118,656,482.15) (103,801,754.61) (118,656,482.15)Decrease in bank overdrafts (7,638,505.77) (1,126,549.61) (9,697,576.55) (2,032,237.39)Cash received from short-term loans from

financial institutions 415,000,000.00 60,000,000.00 415,000,000.00 60,000,000.00 Cash paid from short-term loans from financial institutions (295,000,000.00) (70,000,000.00) (295,000,000.00) (70,000,000.00)Cash received from long-term loans financial institutions 220,000,000.00 170,000,000.00 220,000,000.00 170,000,000.00 Cash paid for long-term loans from financial institutions (143,911,388.93) (147,655,040.00) (143,911,388.93) (147,655,040.00)Cash paid for hire-purchase contract payable (914,206,411.86) (713,702,903.76) (914,206,411.86) (713,702,903.76)Cash paid for financial lease contract payable - (17,130,861.38) - (17,130,861.38)Cash paid for dividend (196,729,962.00) (170,000,000.00) (194,999,962.00) (170,000,000.00)

Net cash used in financing activities (1,026,288,023.17) (1,008,271,836.90) (1,026,617,093.95) (1,009,177,524.68)Net Increase (decrease) in cash and cash equivalents (66,539,308.67) 18,971,953.21 (15,011,799.00) 744,175.57 Cash and cash equivalents, beginning of the year 156,343,300.05 137,371,346.84 92,713,687.68 91,969,512.11 Cash and cash equivalents, end of year 89,803,991.38 156,343,300.05 77,701,888.68 92,713,687.68

Supplemental disclosures of cash flow informationDuring the period, the Company acquired fixed assets

by means of of hire-purchase contract 704,187,041.11 526,136,088.00 704,187,041.11 526,136,088.00

63

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

1. GENERAL INFORMATION

a) Address and legal statusThe Company was registered to be a limited company under the Civil and Commercial Code with the Ministry of Commerce

on January 29, 1992. The Company was converted to be a public company limited with the Ministry of Commerce on August 19,2004.

The address of its registered office are as follow :-Head office: Located at 455/1, Rama 3 Road, Kwang Bangklo, Khet Bangkorlaem, Bangkok 10120, Thailand.Branch office : Located at 235, Asoke - Dindang Road, Kwang Makkasan, Khet Rajtavee, Bangkok 10310, Thailand.

b) Nature the company’s businessMain business activities of the company and its subsidiary are a provider of operating lease in car rental business and

selling of used cars. The others relating car maintainance services are also provided e.g. fitting and repairing services.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis for preparation of the financial statementsThe financial statements have been prepared in accordance with the accounting standards prescribed by Thai Accounts Act

enunciated under the Accounting Profession Act B.E.2547 by complying with the financial reporting standards for Publicly AccountableEntities. The presentation of the financial statements has been made in compliance with the Notification of the Department ofBusiness Development, the Ministry of Commerce, re : the financial statements presentation for public limited company, issued underthe Accounting Act B.E.2543.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accountingpolicies.

The financial statements in Thai language are the official statutory financial statements of the Company. The financialstatements in English language have been translated from such financial statements in Thai language.

2.2 Basis for consolidation financial statements

2.2.1 The accompanying consolidated financial statements include the accounts of Krungthai Car Rent AndLease Public Company Limited and the following a subsidiary since November 1, 2005 as follow :-

2.2.2 The acquisition of subsidiary was recorded by purchase method.2.2.3 Significant intercompany transactions between the Company and its Subsidiary have been eliminated.2.2.4 The consolidated financial statements are prepared by using uniform accounting policies. So that the

transactions and the events which are alike or similar circumstances have been used the identical policies to record those transaction.

The subsidiary company Main businessPercentageof holding

Krungthai Automobile Co., Ltd. Buying, selling and exchanging cars and spare part 95for both used and unused, and repairing

64

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

2.3 New accounting standards and financial reporting standards effective for using in this year.During the years 2010 and 2011, the Federation of Accounting Professions (FAP) has issued Notifications to mandate the use

of the revised 2009, new issued of accounting standards financial reporting standards and the interpretations of which they are effective for using in the periods beginning on or after January 1, 2011, as follows.

Framework for the Preparation and Presentation of Financial Statements (revised 2009)

TAS 1 (revised 2009) Presentation of Financial StatementsTAS 2 (revised 2009) InventoriesTAS 7 (revised 2009) Statement of Cash FlowsTAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and ErrorsTAS 10 (revised 2009) Events after the Reporting PeriodTAS 11 (revised 2009)Construction ContractsTAS 16 (revised 2009) Property, Plant and EquipmentTAS 17 (revised 2009) LeasesTAS 18 (revised 2009) RevenueTAS 19 Employee BenefitsTAS 23 (revised 2009) Borrowing CostsTAS 24 (revised 2009) Related Party DisclosuresTAS 26 Accounting and Reporting by Retirement Benefit Plans TAS 27 (revised 2009) Consolidated and Separate Financial Statements TAS 28 (revised 2009) Investments in AssociatesTAS 29 Financial Reporting in Hyperinflationary Economies TAS 31 (revised 2009) Interests in Joint VenturesTAS 33 (revised 2009) Earnings per ShareTAS 34 (revised 2009) Interim Financial ReportingTAS 36 (revised 2009) Impairment of AssetsTAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent AssetsTAS 38 (revised 2009) Intangible AssetsTAS 40 (revised 2009) Investment PropertyTFRS 2 Share-based PaymentTFRS 3 (revised 2009) Business CombinationsTFRS 5 (revised 2009) Non-current Assets Held for sale and Discontinued OperationsTFRS 6 Exploration for and Evaluation of Mineral ResourcesTFRIC 15 Agreements for the Construction of Real EstateTSIC 31 Revenue - Barter Transactions Involving Advertising Services

65

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

The management of the Company has assessed the effect of these accounting standards and financial reporting standardsand believes that they do not have any significant impact on the financial statements for this year. However, TAS 1 (revised 2009)Presentation of Financial Statements, TAS 7 (revised 2009) Statement of Cash Flows, TAS 16 (revised 2009) Property, Plant andEquipment, and TAS 19 Employee Benefits of which the Company has adopted of using in this year, have the effects of changes inthe Company’s accounting policies as disclosed in Note 2.5. These changes of accountings policies mostly affect to the presentationof financial statements in new format and prospective adjustment, except for the accounting standards of Employee Benefits which thecompany has chooses the adoption by adjusting to the beginning retained earnings in full amount.

2.4 Changes in accounting policiesFrom 1 January 2011, consequent to the adoption of new and revised TFRS as set out in note 2.3, the Company has

changed its accounting policies as follows :

TAS 1 (revised 2009) Presentation of Financial StatementsUnder the revised TAS, a set of financial statements comprises :

Statement of financial position;Statement of comprehensive income;Statement of changes in shareholders’ equity;Statement of cash flows; andNotes to the financial statements.

TAS 7 (revised 2009) Financial Statement of Cash Flows Under the terms of the revised accounting standards, it has been indicated that cash paid for produce or

purchase the assets, which held for other to rent and later for sale is considered as cash flow from operations. In addition, cashreceived from rental and sales of assets later considered as cash flow from operations.

TAS 16 (revised 2009) Property, Plant and EquipmentUnder the revised TAS, there are the principal changes and affecting the Company as follows:1. Costs of asset dismantlement, removal and restoration have to be included as asset costs and subject to

annual depreciation;2. The depreciation charge has to be determined separately for each significant part of an asset;3. In determining the depreciable amount, the residual value of an item of assets has to be measured at the

amount estimated receivable currently for the asset if the asset were already of the age and in the condition expected at the end of itsuseful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end.

The changes have been applied prospectively in accordance with the transitional provisions of the revised TAS, except that consideration of the costs of asset dismantlement, removal and restoration, have been applied retrospectively.

In case of the sale of assets held for rent that usually occur and comply with the characteristics of normal business operations, the Company has to transfer these assets to be part of inventory in accordance with the book value at the date that these assets have been stopped for rental and held for sale instead. As such, cash received from sales of the assets has to be recognized as revenue, which is conformed to TAS. 18 (revised 2009) revenue.

66

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

TAS 19 Employee BenefitsUnder the new policy, the Company has the obligations in respect of the severance payments to employees upon

retirement under the Company’s article and labour law. The Company treats these severance payment obligation as a defined benefitplan. Previously, this obligation was recognized as occurred. The obligation under the defined benefit plan is determined by aprofessionally qualified independent actuary, using the projected unit credit method. Such determination is made based on variousassumptions, including discount rate, future salary increase rate, staff turnover rate, mortality rate and inflation rates.

The Company has opted to record the entire amount of this liability as an adjustment to retained earning as at January 1,2011, in accordance with the transitional provisions of TAS 19.

2.5 Issue of New Interpretation of accounting standards during the yearDuring the year 2011, the Federation of Accounting Professions (FAP) has issued Notifications to mandate the use of the

new interpretations of accounting standards of which are effective for the fiscal year beginning on or after January 1, 2013, as follows.TSIC 10 Government Assistance - No Specific Relation to Operating ActivitiesTSIC 21 Income Taxes - Recovery of Revalued Non - Depreciable AssetsTSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

The management of the Company has assessed the effect of these new interpretations of accounting standardsand believes that they will not have any significant impact on the financial statements for the year in which they are initially applied.

3. SIGNIFICANT ACCOUNTING POLICIES 3.1 Recognition of revenues and expensesThe revenues from car leases are recognizes revenue by the straight-line method over the period of contracts but will not

recognize if its customers has not paid the leases charges over 3 months.The revenues on car sale are recognizes revenue upon delivery of goods to the customers.

Interest income is recognizes revenue on a time proportion basis that takes into account the effective yield on the asset.Dividend incomes are recognizes when the right to receive the dividends is established.Other incomes and expenses are recognizes on the accrual basis.

3.2 Cash and cash equivalentsCash and cash equivalents consist of cash and deposits at financial institutions with an original maturity of 3 months or

less and excluded cash at banks which are used for guarantee.

3.3 Current investmentInvestment in securities held for sale are determined at fair value. Gains or losses arising from changes in the fair value of

securities are recorded separate in shareholder’s equity and recorded as gains or losses in statement of comprehensive income whensale of those securities.

The fair value of unit trusts is calculated from their net asset value of the fund.

3.4 Allowance for doubtful accountsThe Company and its subsidiary provide allowance for doubtful accounts equal to the estimated collection losses that may

be incurred in the collection of all receivables. The estimated losses are based on historical collection experience and a review of thecurrent status of existing receivables.

67

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

3.5 InventoriesInventories are valued at the lower of cost or net realizable value.The Company determines the cost of spare part by the weighted average method.The subsidiary company determines the cost of car by the specific method.The net realizable value of inventory is estimated from selling price in the ordinary course of business, less the estimated

costs to complete the sale.Investment in subsidiary companySubsidiaries are entities over which the Company has the power to control their financial and operating policies generally

accompanying a shareholding of more than one-half of the voting rights. The financial statements of the subsidiaries are consolidatedfrom the date the Company exercises control over the subsidiaries until the date that control power ceases.

Investments in subsidiary company in the separate financial statements are recorded under the cost method net by theallowance for the impairment of investments (if any).

3.7 Assets for disposalAssets for disposal are stated at cost after deducted accumulated depreciation and allowance for the impairment (if any).

3.8 Assets for leasesAssets for leases (car) are stated at cost after deducted accumulated depreciation and allowance for impairment (if any).

Depreciation of assets for leases is calculated by the straight-line method over the estimated useful lives of 6.5 years.

3.9 EquipmentEquipment are stated at cost after deducted accumulated depreciation and less allowance for the impairment (if any).

Depreciation of equipment is calculated by the straight-line method over the estimated useful lives of equipment of 5 years.

3.10 Intangible assetsIntangible assets limited useful life are consisted of computer software that stated at cost after deducted accumulated

amortization and net by the allowance for impairment of assets (if any).Amortization is recorded as expenses in statements of income and calculated by the straight -line method over the

estimated economic benefit generating of computer software of 10 years (since the computer software are operated).

3.11 Leasehold rightLeasehold right, utilization right of buildings on leasehold right and utilization right of land improvement on leasehold are

stated at cost after deducted accumulated amortization. Amortization is calculated by the straight-line method follow the rental contractare as follow :-

The leasehold right land is amortized over the period of 22 years.The utilization right of building on leasehold right is amortized following the rental contract remaining over the estimated

useful live of 20 years.The utilization right of building on rental land is amortized over the period of the lease.Utilization right of land improvement on leasehold is amortized over the estimated useful live of 10 years.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

3.12 Borrowing costsBorrowing costs directly attributed to the acquisition or construction of an asset that necessarily takes long time to put in

ready to use or available for sale state are capitalized as part of the cost of the respective asset until that asset condition is ready forits intended use. All other borrowing costs are expensed in the period they are incurred. Borrowing costs consist of interest and othercosts arising from such borrowing.

3.13 Hire purchaseThe Company records vehicles under hire purchase contracts at their fair value as at the inception of the lease, and

records future rental payment obligations under the contracts (minus the interest portion) as liabilities.The Company amortized deferred interest on hire purchase contracts by effective rate of interest over the period of

contracts.

3.14 Finance leaseLeases of assets that substantially transfer to the Company all the rewards and risks of ownership of assets and that

the Company intends to exercise the option of the leases to purchase the assets at the expiration of the lease term, are accountedfor as finance leases.

At the inception of a finance lease, the cost of the asset is recorded together with the obligation, excluding the interest element, to pay future rentals. Finance charges are charged to the current period operations in proportion to the capital balances outstanding.

3.15 Impairment of assetsAs at the statement of financial position date, the Company assesses whether there is an indication of asset impairment. If

any such indication exists, the Company will make an estimate of the asset’s recoverable amount. If the carrying amount of the assetexceeds its recoverable amount, an impairment loss is recognized in the statement of comprehensive income. In addition, impairmentloss is reversed if there is a subsequent increase in the recoverable amount. The reversal shall not exceed the carrying value thatwould have been determined net of accumulated depreciation or amortization. The recoverable amount of the asset is the asset’svalue in use or fair value less costs to sell.

When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there isobjective evidence that the value of the asset is impaired, the cumulative loss that had been recognized directly in equity isrecognised in the statement of comprehensive income even though the financial asset has not been derecognised. The amount of thecumulative loss that is recognised in the statement of comprehensive income is the difference between the acquisition cost andcurrent fair value, less any impairment loss on that financial asset previously recognised in the statement of comprehensive income.

3.16 Employee benefitsShort - term employment benefitsThe Company and its subsidiary recognizes salary, overtime, bonus, social securities and provident fund as expenses when

incurred.Post-employment benefits (Defined contribution plans)The Company and its employees have jointly established a provident fund. The fund is monthly contributed by employees

and by the Company. The fund’s assets are held in a separate trust fund and the Company’s contributions are recognized asexpenses when incurred.

Post-employment benefits (Defined benefit plans)The Company has obligations in respect of the severance payments that it must pay to the employees upon retirement

under the labor law and other employee benefit plans. The Company treats these severance payment obligations as a defined benefitplan.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

The obligation under the defined benefit plan is calculated based on the actuarial principles by a qualified independent actuary using the projected unit credit method. Such estimates are made based on various assumptions, including discount rate, future salary increase rate, staff turnover rate, mortality rate, and inflation rate.

Actuarial gains and losses for post-employment benefits of the employees are recognized immediately in profit or loss.The Company has opted to record the entire amount of this liability as an adjustment to retained earnings as at January 1,

2011, in accordance with the transitional provisions of TAS 19).

3.17 Related partiesEnterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by , orare under common control with, the company, including holding companies, subsidiaries and fellow subsidiaries arerelated parties of the company. Associates and individuals owning, directly or indirectly, an interest in the voting power of

the company that gives them significant influence over the enterprise, key management personnel, including directors and officers ofthe company and close members of the family of these individuals and companies associated with these individuals also constituterelated parties.

In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

3.18 Using of accounting estimationPreparation of financial statements in conformity with generally accepted accounting

principles requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

3.19 Income tax expensesCorporate income tax is calculated from net income for the year adjusted by the items defined under the Revenue Code.

4. EFFECT OF CHANGES IN ACCOUNTING POLICIES DUE TO ADOPTION OF NEW ACCOUNTING STANDARDSFrom January 1, 2011, consequent to the adoption of new and revised TFRS (TAS 16 Property Plant and Equipment and

TAS 19 Employee Benefit) (See Notes 2.4 and 22), the Company has affected to the financial statements as follows:

Adjustment of financial statementsStatement of financial position as at December 31, 2011 (Shareholders’ equity)

Baht

Consolidated

financial statements

Separate

financial statements

Retained earnings at December 31, 2010 - as reported

(Before adjustment) 827,127,002.07 717,769,744.74

Increase in employee benefit obligations (1,920,003.00) (1,862,936.00)

Decrease in non-controlling interests 2,852.00 -

Retained earnings at January 1, 2011 (After adjustment) 825,209,851.07 715,906,808.74

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

Statement of comprehensive income for the year ended December 31, 2011 Baht

Consolidated financial

statement

Separate

financial statement

Decrease in depreciation (8,894,096.04) (8,894,096.04)

Increase in employee expenses resulting in:

Increase in administrative expenses 608,985.00 559,045.00

Increase in interest 79,505.00 77,126.00

Total 688,490.00 636,171.00

Increase in profit 8,205,606.04 8,257,925.04

Decrease in profit attributable to non-controlling interests (2,615.95) -

Increase in profit attributable to owner of the parent 8,202,990.09 8,257,925.04

Increase in earnings per share;

- Basic earnings per share (in Baht) 0.0328 0.0330

Reclassification Baht

Consolidated financial statements Separate financial statements

As reclassified As previously reported

As reclassified As previously reported

Statement of financial position

As at December 31, 2010

Trade accounts receivable - net 159,993,937.24 117,583,970.90 137,686,555.86 95,276,589.52

Receivable from sale of assets for leases - 42,409,966.34 - 42,409,966.34

Inventories 136,745,392.79 64,182,693.93 74,491,109.04 1,928,410.18

Assets for disposal - net - 72,562,698.86 - 72,562,698.86

Statement of comprehensive income

For the years ended December 31, 2011 and 2010

Income on sale of cars 1,059,064,628.77 385,279,324.94 673,785,303.83 -

Gain on sale of assets for leases - 336,147,871.18 - 336,147,871.18

Cost of sale of cars 675,389,364.37 337,751,931.72 337,637,432.65 -

Statement of cash flows

For the years ended December 31, 2011 and 2010

Gain on sale of assets for leases - 336,147,871.18 - 336,147,871.18

Cash received from sale of assets for leases - 688,023,060.50 - 688,023,060.50

Trade accounts receivable - net 2,550,095.61 (9,826,862.47) 12,444,552.99 67,594.91

Inventories 325,181,258.84 (14,316,972.40) 339,337,215.24 (161,016.00)

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

5. TRANSACTIONS WITH RELATED PARTIES Transactions with related parties are as follows:-

Nature of business RelationshipRelated personMr. Pitoon Chantarasereekul Personal person Shareholder and directorSubsidiary CompanyKrungthai Automobile Co., Ltd. Buying, selling and exchanging car and spare

parts for both used and unused, and repairing95% of holding insubsidiary company

Related CompaniesGrand Carrent Co., Ltd. Operating leases, car rental The director is daughter of

director / shareholderThanapat Property Co., Ltd. Office rental Co-Director/shareholder Siam Nissan Krungthai Co., Ltd. Car sale and repair service Co-Director/shareholder Toyota Krungthai Co., Ltd. Car sale and repair service Co-Director/shareholder Car Loft Import Co., Ltd. Car import Co-Director/shareholder

72

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010Baht

Consolidated financial statements Separate financial statements

Pricing Policy 2011 2010 2011 2010

Transactions in the statements of

comprehensive income

Revenue

Related Companies

Siam Nissan Krungthai Co., Ltd.

Show room for rent Agreed price by area 350 sqm.,

rental charge at 83,000 Baht/Month 996,000.00 996,000.00 - 996,000.00

Car Loft Import Co., Ltd.

Rental fee rental charge at 80,644.86 Baht/Month 241,935.58 - - -

Expenses

Subsidiary Company

Krungthai Automobile Co., Ltd.

Commission expenses Agreed price at the rate 28,037.39

Baht/car, sale to person - - 35,214,953.28 30,280,373.82

Purchases of cars At cost and market price

at selling date - - 711,630.84 5,079,403.74

Interest expenses Interest rate of 4.725% per annum - - 147,575.32 -

Related Companies

Siam Nissan Krungthai Co.,Ltd.

Purchase of cars At cost after deduct special discount 87,579,761.67 42,867,113.08 87,579,761.67 42,867,113.08

Service centre and carpark rental Agreed price by area 1,490 sqm.

and 3,000 sqm., charge 100,000

Baht/Month 1,200,000.00 1,200,000.00 1,200,000.00 1,200,000.00

Toyota Krungthai Co.,Ltd.

Purchases of cars Market price for major buyer 757,961,850.42 538,927,287.71 757,961,850.42 538,927,287.71

Directors and executive remuneration and employment benefits

Directors 882,750.00 889,000.00 882,750.00 889,000.00

Executive directors 8,909,981.53 7,935,571.40 6,974,003.50 6,555,893.40

Executives 6,575,219.70 5,962,451.44 5,207,875.70 4,853,951.44

Total 16,367,951.23 14,787,022.84 13,064,629.20 12,298,844.84

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

Directors and executive remuneration Management benefit expenses represents the benefits paid to the Company’s management such as salaries and related

benefit including the benefit paid by other means. The Company’s management is the persons who are defined under the securitiesand Exchange Act. The management comprises board of directors, president, executive director, assistant managing directors andmanager.

BahtConsolidated

financial statementsSeparate

financial statements 2011 2010 2011 2010

Outstanding balances at the statements of financial positionSubsidiary company

Short - term loansKrungthai Automobile Co., Ltd. - - 30,000,000.00 -

Accrued expenses - commissionKrungthai Automobile Co., Ltd. - - 5,460,00

0.003,390,0

00.00Related companies

Accrued incomes - rentalCar Loft Import Co., Ltd. 172,580.00 - - -

Trade accounts payableSiam Nissan Krungthai Co., Ltd. 5,709.52 64,795.01 5,709.52 64,795.01Toyota Krungthai Co., Ltd. 273,417.21 234,177.62 273,417.21 234,177.62

Total 279,126.73 298,972.63 279,126.73 298,972.63Accounts payable - purchase assets for leases

Siam Nissan Krungthai Co., Ltd. - 2,889,899.95 - 2,889,899.95Toyota Krungthai Co., Ltd. 9,690,691.25 33,238,168.41 9,690,691.25 33,238,168.41

Total 9,690,691.25 36,128,068.36 9,690,691.25 36,128,068.36

The Company together with Siam Nissan Krung Thai Co., Ltd. have jointly signed a land lease agreement for a period of 22 years,expiring in January 2023 that the leasehold right is divided equally. The Company shall pay a monthly rent in accordance to the contract, asdisclosed in Note 28, the Company has constructed the office building and the car show room where as Siam Nissan Krungthai CompanyLimited has constructed the services centre and the car park.

On February 20, 2004, the Company has entered into the car show room rental agreement with a related company (Siam NissanKrungthai Company Limited), the period of the lease term extended to the year ending of February 19, 2014 in which the Company shallreceive the rent monthly of Baht 83,000.00. And on the same date (February 20, 2004) the Company has entered into a lease agreement torent the services centre and car park from a related company, in the year 2005, the rental period of 3 years has been changed to end onMarch 20, 2015. The Company shall pay the rent monthly of Baht 100,000.00.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

6. CASH AND CASH EQUIVALENTS This account consisted of:

BahtConsolidated

financial statementsSeparate

financial statements 2011 2010 2011 2010

Cash on hand 420,182.05 234,430.03 87,058.05 73,482.15Cheque on hand 380,000.00 - - -Cash at banks - current accounts 25,060,665.67 24,281,030.45 25,060,665.67 24,281,030.45Cash at banks - savings accounts 56,756,695.41 131,827,839.57 45,367,716.71 68,359,175.08Cash at banks - fixed deposit 3 months 7,186,448.25 - 7,186,448.25 -

Total 89,803,991.38 156,343,300.05 77,701,888.68 92,713,687.68

The Company and its subsidiary have made an agreement to allow the bank to automatically transfer funds from the savings accounts to such current accounts, in case of an overdraft.

At December 31, 2011 and 2010 the Company has cash at banks - savings accounts has interest rate of 0.25% -0.87% per annum and 0.25% - 0.75% per annum, respectively and cash at banks-fixed deposit 3 months has interest rate of 1.05% - 1.85% per annum and 0.65% - 1.05% per annum, respectively.

7. INVESTMENT IN AVAILABLE - FOR - SALE SECURITIES This account consisted of:

BahtConsolidated financial statements/Separate financial statements

2011 2010Units Baht Units Baht

Investment in available - for - sale securitiesTMB Treasury Money Fund 53,626.2683 642,249.96 34,441.3501 408,316.37

Add Unrealized gain from valuation of investment 10,430.00 874.42652,679.96 409,190.79

Investment in available - for - sale securitiesK Treasury Fund 1,303.5944 15,129.77 - -

Add Unrealized gain from valuation of investment 31.00 -15,160.77 -

Total investment in available - for - sale securities - at fair value 667,840.73 409,190.79

74

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

8. TRADE ACCOUNTS RECEIVABLEThe outstanding balances of accounts receivable classified by agings are as follows:-

The movements of the allowance for doubtful accounts during the year are as follows :

During 2011, the Company had written-off the long time outstanding accounts receivable two long time overdueaccount receivables in the amount of Baht 0.64 million, the Company has litigation proceed until the end. Therefore, theCompany had reversed an allowance for doubtful accounts from account in the same amount.

During 2010, the Company has fully provided an allowance for doubtful accounts for the accounts receivable thatare expected to be uncollectible in the total amount of Baht 0.10 million. The Company had written-off the long timeoutstanding accounts receivable in the amount of Baht 0.88 million and it had reversed the allowance for doubtful accounts bythe same amount.

BahtConsolidated

financial statementsSeparate

financial statements2011 2010 2011 2010

Undue 158,718,656.17 149,528,113.30 130,585,756.99 127,220,731.92

Over 0 months to 3 months 25,010,124.11 10,191,329.65 25,010,124.11 10,191,329.65Over 3 months to 6 months 4,863,443.23 361,615.97 4,863,443.23 361,615.97Over 6 months to 12 months 550,625.91 634,855.99 550,625.91 634,855.99Over 12 months 3,867,706.72 3,830,831.07 3,867,706.72 3,830,831.07

Total 193,010,556.14 164,546,745.98 164,877,656.96 142,239,364.60Less Allowance for doubtful accounts (3,914,447.95) (4,552,808.74) (3,914,447.95) (4,552,808.74)

Net 189,096,108.19 159,993,937.24 160,963,209.01 137,686,555.86

Trade accounts receivable consisted of:

Account receivable of car leases 103,489,126.45 95,276,589.52 103,489,126.45 95,276,589.52

Account receivable of sale of cars 85,606,981.74 64,717,347.72 57,474,082.56 42,409,966.34

Total 189,096,108.19 159,993,937.24 160,963,209.01 137,686,555.86

Baht

Consolidated financial statements/

Separate financial statements

2011 2010

Beginning Balance 4,552,808.74 5,336,439.93

Increase during the year - 98,753.94

Decrease during the year (638,360.79) (882,385.13)

Ending Balance 3,914,447.95 4,552,808.74

75

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

9.INVENTORIESThis account consisted of:

According to TAS 18 (revised 2009) revenue, it has been indicated that if the Company has sale of assets held forrent that usually occur and comply with characteristics of normal business operations, the Company has to transfer theseassets to be part of inventory in accordance with the book value at the date that these assets have been stopped for rentaland held for sale instead. Then as at December 31, 2011 and 2010, the Company has transferred the assets for leases intothe car for sales, totally 370 cars with the amount of Baht 142.42 million and totally 221 cars with the amount of Baht 72.56million, respectively.

10. OTHER CURRENT ASSETS - OTHERSThis account consisted of:

11. CASH AT BANK USING FOR GUARANTEEThis account consisted of:

BahtConsolidated

financial statementsSeparate

financial statements 2011 2010 2011 2010

Car 212,041,830.19 134,816,982.61 142,423,289.06 72,562,698.86Spare parts of car 2,436,722.38 1,928,410.18 2,436,722.38 1,928,410.18

Total 214,478,552.57 136,745,392.79 144,860,011.44 74,491,109.04

BahtConsolidated

financial statementsSeparate

financial statements 2011 2010 2011 2010

Withholding tax receivable - 7,804,022.28 - 7,804,022.28Suspense VAT 13,285,324.08 11,340,875.71 11,662,525.51 10,877,230.32Other 19,800,421.80 8,243,670.50 17,117,169.73 6,288,389.20

Total 33,085,745.88 27,388,568.49 28,779,695.24 24,969,641.80

BahtConsolidated

financial statementsSeparate

financial statements 2011 2010 2011 2010

Cash at bank - savings accounts - 3,011,836.52 - 3,011,836.52Fixed deposit - 3 months 63,053,444.05 57,138,474.63 63,000,000.00 57,085,693.93

Total 63,053,444.05 60,150,311.15 63,000,000.00 60,097,530.45

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

As at December 31, 2011 and 2010, the Company has fixed deposit accounts with a local commercial banks 4 credit lines and 3 credit lines, respectively.

Fixed deposit accounts was guaranteed as follows

During the year 2011 and 2010, the fixed deposit accounts has interest rate of 1.05% - 1.85% per annum, andinterest rate of 0.65% - 1.05% per annum, respectively.

And as at December 31, 2012 the Company has cash at bank - savings account with a local commercial bank toguarantee the short-term loans in from of promissory notes in credit line of Baht 200 million. Saving account to guarantee10% of existing loan with interest rate of 0.25% - 0.87% per annum (see Note 17).

As at December 31, 2011 and 2010, the subsidiary company has pledged its fixed deposit in the amount of Baht48,000.00 with a local commercial bank to secure of the letter of guarantee issue by a local commercial bank for usingelectricity with interest rate of 1.60% - 2.20% per annum..

12. INVESTMENT IN SUBSIDIARY COMPANYThis account consisted of:

During the year period ended December 31, 2011, the Company has received the dividend from the subsidiary company amount of Baht 32.77 million (See Note 27).

CreditLine No.

Credit amount (Million Baht)Guaranteed 2011 2010

1 20 20 The letter of guarantee issued by the bank for rental, bidingand using electricity of the Company in credit line of Baht100 million.

2 30 30 Short - term loans in promissory note in credit line of Baht80 million (see Note 17).

3 7 7 The credit line of car purchasing with a local leasingcompany at 10% of the credit that car purchasing.

4 6 - Short - term loans in promissory note in credit line of Baht200 million at 10% of the credit using (see Note 17).

63 57

BahtSeparate financial statements

Number of shares Percentage of holding At equity At cost2011 2010 2011 2010 2011 2010 2011 2010

Subsidiary companyKrungthai Automobile Co., Ltd.

379,993 379,993 95 95 154,316,051.43

147,356,556.73

37,999,300.00

37,999,300.00

154,316,051.43

147,356,556.73

37,999,300.00

37,999,300.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

13. ASSETS FOR LEASES This account consisted of:

Change in the estimated useful lives and remaining valueSince January 1, 2011, the Company has changed the number of estimated useful lives of car for rent with the

new estimated useful lives of assets at 5 years (former; 6.5 years) and estimated the new remaining value to the rate of 23percent of cost (Not included cost of accessories) (former; remaining value is Baht 1). For accordance with the useful life offixed assets and the present value that the Company expects to receive from sale of assets at the ended of useful life. Thechange affects the income statement for the year ended December 31, 2011 by decreasing depreciation expenses by Baht8.89 million and increasing profit for the year by the same amount and increasing earnings per share by Baht 0.0356 pershare.

As at December 31, 2011, the Company has cars for leases under hire - purchase agreements as follow:-

BahtConsolidated financial statements/Separate financial statements

Balance per book Additions Transferred in Balance per bookDec. 31, 2010 (Transferred out) Dec. 31, 2011

At costCar 4,182,157,642.22 1,119,881,888.68 (939,138,126.00) 4,362,901,404.90Car accessories 65,924,417.81 14,283,073.78 (6,487,638.01) 73,719,853.58

Total 4,248,082,060.03 1,134,164,962.46 (945,625,764.01) 4,436,621,258.48Less Accumulated depreciationCar 1,332,559,282.72 631,630,219.82 (483,926,215.69) 1,480,263,286.85Car accessories 32,720,771.88 11,253,919.02 (4,664,199.48) 39,310,491.42

Total 1,365,280,054.60 642,884,138.84 (488,590,415.17) 1,519,573,778.27Car for leases - net 2,882,802,005.43 2,917,047,480.21

BahtConsolidated financial statements/Separate financial statements

Balance per book Additions Transferred in Balance per bookDec. 31, 2009 (Transferred out) Dec. 31, 2010

At costCar 4,131,244,832.03 879,221,930.24 (828,309,120.05) 4,182,157,642.22Car accessories 54,733,429.51 16,946,807.21 (5,755,818.91) 65,924,417.81

Total 4,185,978,261.54 896,168,737.45 (834,064,938.96) 4,248,082,060.03Less Accumulated depreciationCar 1,183,022,056.55 647,082,438.87 (497,545,212.70) 1,332,559,282.72Car accessories 25,894,210.81 10,789,456.15 (3,962,895.08) 32,720,771.88

Total 1,208,916,267.36 657,871,895.02 (501,508,107.78) 1,365,280,054.60Car for leases - net 2,977,061,994.18 2,882,802,005.43

BahtAt cost Net value

Cars (amount of 3,139 cars) 2,328,937,259.98 1,584,996,385.45

78

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

As at December 31, 2011, the Company has transferred the right of 642 cars’ registers as collateral for long-term loans from a local commercial bank (see Note 19).

As at December 31, 2011, the Company has minimum amounts on car leases under uncancelled operating lease agreements, presented by amounting in contracts as follow :-

As at December 31, 2011 and 2010, the Company has been fully depreciated cars for leases but they are still in used at total amounting cost of Baht 64.13 million and Baht 9.76 million, respectively.

14. EQUIPMENT This account consisted of:

Baht

Under 1 year 859,238,803.80

Over 1 year to 5 years 980,606,552.15

Total 1,839,845,355.95

Baht

Consolidated financial statements

Balance per book Additions Deductions Balance per book

Dec. 31, 2010 Dec. 31, 2011

At cost

Equipment 6,026,237.98 289,655.07 (27,000.00) 6,288,893.05

Furniture & fixture and office equipment 19,692,540.48 2,850,635.58 - 22,543,176.06

Vehicles 299,762.62 - - 299,762.62

26,018,541.08 3,140,290.65 (27,000.00) 29,131,831.73

Less Accumulated depreciation

Equipment 2,705,585.41 850,050.95 (26,999.00) 3,528,637.36

Furniture & fixture and office equipment 13,489,106.07 2,202,483.29 - 15,691,589.36

Vehicles 298,262.51 484.14 - 298,746.65

Total 16,492,953.99 3,053,018.38 (26,999.00) 19,518,973.37

Equipment - net 9,525,587.09 9,612,858.36

79

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010Baht

Consolidated financial statementsBalance per

bookAdditions Deductions Balance per book

Dec. 31, 2009 Dec. 31, 2010At costEquipment 3,316,422.56 2,709,815.42 - 6,026,237.98Furniture & fixture and office equipment

15,262,513.14 4,477,977.34 (47,950.00) 19,692,540.48

Vehicles 299,762.62 - - 299,762.62Total 18,878,698.32 7,187,792.76 (47,950.00) 26,018,541.08

Less Accumulated depreciation Equipment 2,200,695.94 504,889.47 - 2,705,585.41Furniture & fixture and office equipment 11,380,833.16 2,123,123.46 (14,850.55) 13,489,106.07Vehicles 287,169.85 11,092.66 - 298,262.51

Total 13,868,698.95 2,639,105.59 (14,850.55) 16,492,953.99Equipment - net 5,009,999.37 9,525,587.09

BahtSeparate financial statements

Balance per book Additions Deductions Balance per bookDec. 31, 2010 Dec. 31, 2011

At costEquipment 5,446,917.70 157,605.07 (27,000.00) 5,577,522.77Furniture & fixture and office equipment 16,654,957.57 1,112,468.23 - 17,767,425.80

Vehicles 299,762.62 - - 299,762.62Total 22,401,637.89 1,270,073.30 (27,000.00) 23,644,711.19

Less Accumulated depreciation Equipment 2,512,281.47 756,089.71 (26,999.00) 3,241,372.18Furniture & fixture and office equipment 11,815,916.60 1,709,699.14 - 13,525,615.74

Vehicles 298,262.51 484.14 - 298,746.65Total 14,626,460.58 2,466,272.99 (26,999.00) 17,065,734.57

Equipment - net 7,775,177.31 6,578,976.62

BahtSeparate financial statements

Balance per book Additions Deductions Balance per bookDec. 31, 2009 Dec. 31, 2010

At costEquipment 3,111,224.95 2,335,692.75 - 5,446,917.70Furniture & fixture and office equipment

13,372,434.14 3,330,473.43 (47,950.00) 16,654,957.57

Vehicles 299,762.62 - - 299,762.62Total 16,783,421.71 5,666,166.18 (47,950.00) 22,401,637.89

Less Accumulated depreciation Equipment 2,067,895.01 444,386.46 - 2,512,281.47Furniture & fixture and office equipment 10,168,290.48 1,662,476.67 (14,850.55) 11,815,916.60Vehicles 287,169.85 11,092.66 - 298,262.51

Total 12,523,355.34 2,117,955.79 (14,850.55) 14,626,460.58Equipment - net 4,260,066.37 7,775,177.31

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

As at December 31, 2011 and 2010, equipment are fully depreciated but still in use are presented in the consolidated financial statements at cost of Baht 12.85 million and Baht 10.79 million, respectively and in the separate financial statements at the cost of Baht 11.57 million and Baht 9.73 million, respectively.

15. INTANGIBLE ASSETSThis account consisted of:

BahtConsolidate financial statements

Balance per book Additions Deductions Balance per bookDec. 31, 2010 Dec. 31, 2011

At costComputer software 5,795,249.49 510,511.80 - 6,305,761.29Less Accumulated amortization 3,880,104.69 336,376.16 - 4,216,480.85Intangible assets - net 1,915,144.80 2,089,280.44

BahtConsolidate financial statements

Balance per book Additions Deductions Balance per bookDec. 31, 2009 Dec. 31, 2010

At costComputer software 5,477,720.75 317,528.74 - 5,795,249.49Less Accumulated amortization 3,565,535.75 314,568.94 - 3,880,104.69Intangible assets - net 1,912,185.00 1,915,144.80

BahtSeparate financial statements

Balance per book Additions Deductions Balance per bookDec. 31, 2010 Dec. 31, 2011

At costComputer software 5,259,445.75 275,616.00 - 5,535,061.75Less Accumulated amortization 3,681,344.69 235,632.93 - 3,916,977.62Intangible assets - net 1,578,101.06 1,618,084.13

BahtSeparate financial statements

Balance per book Additions Deductions Balance per bookDec. 31, 2009 Dec. 31, 2010

At costComputer software 4,974,220.75 285,225.00 - 5,259,445.75Less Accumulated amortization 3,455,493.11 225,851.58 - 3,681,344.69Intangible assets - net 1,518,727.64 1,578,101.06

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

As at December 31, 2011 and 2010, intangible assets are fully amortization but still in use are presented in theconsolidated financial statements at cost of Baht 3.04 million and Baht 3.00 million, respectively and in the separate financialstatements at cost of Baht 2.98 million.

16. LEASEHOLD RIGHT This account consisted of:

BahtConsolidated financial statements

Balance per book Additions Deductions Transferred in Balance per book

Dec. 31, 2010 (Transferred out) Dec. 31, 2011At costLeasehold right land 8,500,000.00 6,375,335.00 - - 14,875,335.00Utilization right of buildings on leasehold right

56,188,470.14 254,645.71 - 15,186,643.54 71,629,759.39

Utilization right of land improvement on leasehold

546,200.00 - - - 546,200.00

Construction building on rental land

2,432,748.58 12,753,894.96 - (15,186,643.54) -

Total 67,667,418.72 19,383,875.67 - - 87,051,294.39Less Accumulated amortization Leasehold right land 3,477,269.12 1,285,449.30 - - 4,762,718.42Utilization right of buildings on

leasehold right21,860,498.22 5,428,040.29 - - 27,288,538.51

Utilization right of land improvement on leasehold

103,778.00 54,620.00 - - 158,398.00

Total 25,441,545.34 6,768,109.59 - - 32,209,654.93Leasehold right - net 42,225,873.38 54,841,639.46

BahtConsolidated financial statements

Balance per book Additions Deductions Transferred in Balance per book

Dec. 31, 2009 (Transferred out) Dec. 31, 2010At costLeasehold right land 8,500,000.00 - - - 8,500,000.00Utilization right of buildings on leasehold right

23,279,944.14 807,513.55 - - 24,087,457.69

Utilization right of buildings on rental land 28,869,986.39 3,231,026.06 - - 32,101,012.45

Utilization right of land improvement on leasehold

546,200.00 - - - 546,200.00

Construction building on rental land - 2,432,748.58 - - 2,432,748.58Total 61,196,130.53 6,471,288.19 - - 67,667,418.72

Less Accumulated amortization Leasehold right land 3,090,905.48 386,363.64 - - 3,477,269.12Utilization right of buildings on leasehold right 8,025,308.74 1,187,691.51 - - 9,213,000.25Utilization right of building on rental land 9,666,537.71 2,980,960.26 - - 12,647,497.97Utilization right of land improvement on leasehold 54,620.00 49,158.00 - - 103,778.00

Total 20,837,371.93 4,604,173.41 - - 25,441,545.34Leasehold right - net 40,358,758.60 42,225,873.38

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

The Company together with Siam Nissan Krungthai Co., Ltd. have jointly signed a land leaseagreement for a period of 22 years, expiring in January 2023 that the leasehold right is divided equally.The Company shall pay a monthly rent in accordance to the contract, as disclosed in Note 29, the land isconstructed for the office building and the car show room where as Siam Nissan Krungthai CompanyLimited, used for operating of the services centre and the car park.

Baht

Separate financial statements

Balance per book Additions Deductions Balance per book

Dec. 31, 2010 Dec.31, 2011

At cost

Leasehold right land 8,500,000.00 - - 8,500,000.00

Utilization right of buildings on leasehold right 24,087,457.69 - - 24,087,457.69

Utilization right of land improvement on

leasehold

546,200.00 - - 546,200.00

Total 33,133,657.69 - - 33,133,657.69

Less Accumulated amortization

Leasehold right land 3,477,269.12 386,363.64 - 3,863,632.76

Utilization right of building on leasehold right 9,213,000.25 1,204,369.14 - 10,417,369.39

Utilization right of land improvement on leasehold 103,778.00 54,620.00 - 158,398.00

Total 12,794,047.37 1,645,352.78 - 14,439,400.15

Leasehold right - net 20,339,610.32 18,694,257.54

Baht

Separate Balance Sheets

Balance per book Additions Deductions Balance per book

Dec. 31, 2009 Dec. 31, 2010

At cost

Leasehold right land 8,500,000.00 - - 8,500,000.00

Utilization right of buildings on leasehold right 23,279,944.14 807,513.55 - 24,087,457.69

Utilization right of land improvement on

leasehold

546,200.00 - - 546,200.00

Total 32,326,144.14 807,513.55 - 33,133,657.69

Less Accumulated amortization

Leasehold right land 3,090,905.48 386,363.64 - 3,477,269.12

Utilization right of building on leasehold right 8,025,308.74 1,187,691.51 - 9,213,000.25

Utilization right of land improvement on leasehold 54,620.00 49,158.00 - 103,778.00

Total 11,170,834.22 1,623,213.15 - 12,794,047.37

Leasehold right - net 21,155,309.92 20,339,610.32

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

Building of the subsidiary company is located at leasehold land for a period of 11 years 3 months(expiring in September 23, 2016), as disclosed in Note 29.

During 2011, the subsidiary company had paid the rental leasehold land for construct Toyota SureKrungthai, Srinakarin branch in the amount of Baht 6.37 million for a period 6 years 6 months (expiring inJuly 31, 2017), as disclosed in Note 29. The building on leasehold land is during a construction of ToyotaSure Krungthai, Srinakarin branch, the amount according to the contract of Baht 12.30 million (not includedvat).

Under the land lease agreement, the Company and its subsidiary are obligated to transfer the titledeeds of the building on the leased land to the land owner, when the term of the contract is completed.

17. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS This account consisted of:

During 2011, the Company has entered into the short-term loans agreement in promissory notes with a localcommercial bank in credit line of Baht 50 million.

As at December 31, 2011 and 2010, the Company has the bank overdrafts with the two local commercial bankswith two credit line totalling of the second Baht 25 million, which consisted the first credit line of Baht 20 million and thesecond Baht 5 million, carrying interest MOR per annum. The first loan is guaranteed by the land and construction of therelated company and by the directors of the company and the second loan is no guaranteed.

Baht

Consolidated Separate

financial statements financial statements

2011 2010 2011 2010

Bank overdrafts 4,442,900.85 12,081,406.62 1,023,607.05 10,721,183.60

Promissory notes 170,000,000.00 50,000,000.00 170,000,000.00 50,000,000.00

Total 174,442,900.85 62,081,406.62 171,023,607.05 60,721,183.60

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

And the Company has short-term loans in promissory notes with three and four local commercial banks,respectively are as follows :-

As at December 31, 2011 and 2010, the subsidiary company has bank overdraft from a local commercial bank witha credit line of Baht 20 million, carrying interest at MOR per annum. This loan is guaranteed by the directors of the company.

As at December 31, 2011, bank overdraft of the subsidiary company using to guarantee the electricity of thesubsidiary company and branch and branch construction site amount of Baht 90,000.00.

18. SHORT - TERM LOAN FROM SUBSIDIARY COMPANYAs at December 31, 2011, the Company has short - term loan from a subsidiary company in the amount of Baht

30.00 million, with carrying interest at 4.725 percent per year. And the period of short - term loan is starting from November 22, 2011 until February 22, 2012 (3 months).

19. LONG-TERM LOAN FROM FINANCIAL INSTITUTIONSThis account consisted of:

During 2011, the Company has entered into long-term loans agreement with a local financial institution in credit lineof Baht 160 million, withdrawn in the amount of Baht 130 million and guaranteed by the right of car’s registers of theCompany 162 cars.

CreditLine No.

Credit amount (Million Baht)Interest Rate

Guaranteed 2011 2010

1 80 80 MMR The Company’s fixed deposit amount of Baht 30 million

2 50 50 MMR The land and construction of the related company and by the directors of the company

3 30 30 MMR No guaranteed 4 200 200 MMR Year 2011, Fixed deposit to guarantee 10% of existing

loan.Year 2010, Saving account to guarantee 10% of

existing loan. 5 50 - MMR No guaranteed

410 360

Baht

Consolidated financial statements/

Separate financial statements

2011 2010

Long-term loan from financial institutions 376,758,511.07 300,669,900.00

Less current portion due within one year (135,421,495.85) (131,747,000.00)

Net 241,337,015.22 168,922,900.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

As at December 31, 2011, the Company has 7 credit lines of long-term loans with four local financial institutions.Each credit line has been withdrawn to several loans which have their own repayment term by approximate highest averageterm at 60 months. The details are as follows:

Under the long - term loan agreements, the Company shall have to comply with certain conditions and restrictions as specified in the agreement. The Company has to maintain a proper financial ratio at the agreed rate.

20. HIRE-PURCHASE CONTRACTS PAYABLEThis account consisted of:

Credit

Line

Credit Line

(Million Baht)

Withdrawal

loan (Million

Baht)

Interest Rate

per annum

Monthly

installment

(Million Baht)

The first installment date

of 1th loan to The

final installment date of final loan

Guaranteed The right of

car’s registers

of the company

1 100 100 MLR% 1.94 Mar. 09 - Sep. 13 110

2 50 40 MLR-1.5% 0.78 Sep.09 - Mar. 12 53

3 50 50 MLR-1.2% 1.00 Sep.09 - Mar. 12 62

4 50 50 MLR-1.45% 1.00 Jun. 10 - Aug. 13 69

5 50 50 MLR-1.45% 1.00 Apr. 11 - Jul. 14 64

6 100 100 Fixed Rate 2.00 Aug. 10 - Nov. 13 122

7 160 130 Fixed Rate 1.42 Jun. 11 - Nov. 16 162

560 520 9.14 642

BahtConsolidated financial statements/

Separate financial statements2011 2010

Hire-purchase contracts payable - car 1,530,916,478.72 1,761,068,749.88Less deferred interest (89,940,822.25) (110,073,722.66)

1,440,975,656.47 1,650,995,027.22Less current portion due within one year (718,270,510.99) (821,728,142.75)

Net 722,196,145.48 829,266,884.47

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

As at December 31, 2011, the Company has liabilities under hire - purchase agreements represent the hire-purchase of cars with 12 local leasing companies, total 3,144 contracts. The payment of these contracts are as follows:

Under the terms of hire-purchase contracts referred to above, the Company has to comply with certain conditions and restrictions as specified in the contracts.

The right of assets under hire-purchase contracts will be transferred to the Company when final payment is made.

21. OTHER CURRENT LIABILITIESThis account consisted of:

22. EMPLOYEE BENEFIT OBLIGATIONSThe Company adopted “TAS 19; Employee Benefits” with effect from January 1, 2011 and the effect on the financial

statements is disclosed in Note 3.

The statements of financial positionFor the year ended December 31, 2011

Baht Principal Deferred interest Total debts

Payment due within 1 year 718,279,510.99 53,718,243.38 771,997,754.37Payment due over 1 year to 5 years 722,696,145.48 36,222,578.87 758,918,724.35

Total 1,440,975,656.47 89,940,822.25 1,530,916,478.72

BahtConsolidated Separate

financial statements financial statements 2011 2010 2011 2010

Deposits for car lease from clients 39,616,978.85 38,720,982.20 39,616,978.85 38,720,982.20Prepaid income 1,114,716.28 1,275,090.63 1,114,716.28 1,275,090.63Others 16,348,719.25 14,152,851.04 9,289,670.26 6,765,695.54

Total 57,080,414.38 54,148,923.87 50,021,365.39 46,761,768.37

Baht

Consolidated financial

statements

Separate

financial statements

Defined benefit obligations at January 1, 2011 1,919,976.00 1,862,936.00

Current service costs and interest 688,490.00 636,171.00

Defind benefit obligations at December 31, 2011 2,608,466.00 2,499,107.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

The statements of comprehensive income

Principal actuarial assumptions at the reporting date

23. OTHER INCOME This account consisted of :-

For the year ended December 31, 2011

Baht

Consolidated

financial statements

Separate

financial statements

Current service costs 608,985.00 559,045.00

Interest on obligation 79,505.00 77,126.00

Total 688,490.00 636,171.00

For the year ended December 31, 2011

Percentage

Consolidated

financial statements

Separate

financial statements

Discount rate 4.1400, 4.1707 4.1400

Salary increase rate 6.50 6.50

Employee turnover rate 26 - 30 8 - 39

Disability rate 5 of Mortality rate 5 of Mortality rate

Mortality rate From Thai Mortality Ordinary

Tables of 2008

From Thai Mortality Ordinary

Tables of 2008

BahtConsolidated Separate

financial statements financial statements 2011 2010 2011 2010

Interest income 1,650,071.08 597,856.29 1,360,851.08 500,169.43Penalty of cancelled contract 3,146,793.46 5,032,078.93 3,146,793.46 5,032,078.93Repair service income 14,437,247.35 15,662,201.86 14,437,247.35 15,662,201.86Sales promotion income 15,911,324.72 9,844,487.67 - -Commission income 24,713,665.33 13,546,593.83 24,713,665.33 9,826,730.66Others 32,812,260.49 19,201,652.44 24,249,293.75 13,623,952.27

Total 92,671,362.43 63,884,871.02 67,907,850.97 44,645,133.15

88

KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

24. EXPENSES BY NATURE Expenses by nature are as follows :

25. INCOME TAX EXPENSEThe Company calculated the corporate income tax from profit for the year adjusted by the items defined under the

Revenue Code as taxable or non-taxable income and expense, income tax at the rate of 30% for the year 2011 and 25% forthe year 2010.

The subsidiary calculated the corporate income tax from profit for the year adjusted by items defined under theRevenue Code as taxable or non-taxable income and expenses, income tax at the rate of 30%.

The reconciliation between accounting profit and taxable profit are as follow:-

Baht

Consolidated Separate

financial statements financial statements

2011 2010 2010 2010

Change in inventories (77,733,159.78) (33,819,035.15) (70,368,902.40) (19,663,078.75)

Purchase of used cars 311,783,914.14 327,222,752.04 - -

Depreciation and amortization 652,972,412.25 678,151,421.65 647,231,397.54 674,560,594.23

Employee benefit costs 71,493,337.30 67,593,396.12 48,159,119.29 47,568,741.49

Baht

Consolidated Separate

financial statements financial statements

2011 2010 2011 2010

The accounting profit before income tax expense 455,556,470.78 380,356,983.42 426,802,956.24 324,214,062.31

The accounting effect on revenue and expenses which

are not considered to be taxable revenues and

expenses

- Gain on sale from car for lease 87,337,235.88 107,913,842.60 87,337,235.88 107,913,842.60

- Depreciation from car for lease (113,418,016.50) (121,008,285.35) (113,418,016.50) (121,008,285.35)

- Tax privilege - (242,824,725.55) - (242,824,725.55)

- Dividend income from subsidiaries - - (32,770,000.00) -

- Other reconciliation items 4,058,043.08 2,711,021.27 130,132.66 2,220,741.46

Taxable profit 433,533,733.24 127,148,836.39 368,082,308.28 70,515,635.47

Income tax expense for the year 130,060,119.97 34,618,869.15 110,424,692.48 17,628,908.87

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

26. LEGAL RESERVE

The CompanyUnder the provision of the Public Limited Companies, the Company is required to set aside as statutory reserve at

lease 5% of its annual net income until the reserve reaches 10% of authorized capital. The reserve is not available fordividend distribution.A subsidiary Company

Under the provision of the civil and commercial code, the Company is required to set aside as statutory reserve atlease 5% of its net income at each dividend declaration until the reserve reaches 10% of authorized capital. The reserve isnot available for dividend distribution.

27. APPROPRIATED OF RETAINED EARNINGS

For the year 2011The Company

At the ordinary shareholders’ meeting for the year 2011 held on April 27, 2011, the shareholders unanimouslyapproved to pay dividend from the Company operation year 2010 to the shareholders with Baht 0.38 per share, in the amountof Baht 95 million, appropriated for 250,000,000 shares. Dividend in the amount of Baht 94.99 million was paid on May 26,2011, and the shareholder that no right to received dividend was 100 shares in the amount of Baht 38.00.

At the committees’ meeting No. 3/2011 held on August 8, 2011, the committees unanimously approved to payinterim dividend in the amount of Baht 100.00 million, appropriated for 250,000,000 shares of Baht 0.40 each. The interimdividend is fully paid on September 7, 2011.

Total paid dividend for the year 2011 in the amount of Baht 195.00 million.A subsidiary Company

At the ordinary shareholders’ meeting for the year 2011 held on February 28, 2011, shareholders unanimouslyapproved to pay dividend from the retained earning for the year 2010 to the shareholders with Baht 86.25 per share in theamount of Baht 34.50 million, appropriated for 400,000 shares was paid on March 25, 2011, and approved to set up the legalreserve in the amount of Baht 1.96 million.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

28. BASIC EARNINGS PER SHAREBasic earnings per share is computed by dividing profit for the year attributable to shareholders by the weighted

average number of ordinary shares in issue during the year.

29. COMMITMENTS AND CONTINGENT LIABILITIES

29.1 Commitments of the operating leaseAs at December 31, 2011, the Company and its subsidiary have operating leases as follow:

Consolidated financial statements

2011 2010

Profit for the year attributable to ordinary shareholders (Baht)

Profit of share holders of parent 323,401,946.46 343,780,466.23

Weighted average number of ordinary shares (Shares) 250,000,000 250,000,000

Basic earnings per share (Baht per share) 1.29 1.38

Separate financial statements

2011 2010

Profit for the year attributable to ordinary shareholders (Baht) 316,378,263.76 306,585,153.44

Weighted average number of ordinary shares (Shares) 250,000,000 250,000,000

Basic earnings per share (Baht per share) 1.27 1.23

Type of lease Periods Remaining rental expenses

The Company

Land rental contract - building Jan. 22, 2002 - Jan. 21, 2023 year 1 - No charge

years 2-11 - Baht 30,000 per month

years 12-22 - Baht 45,000 per month

Land rental contract - carpark Dec. 22, 2008 - Mar. 5, 2010 No charge

Mar. 6, 2010 onward (until

termination of the contract)

Baht 16,000 per month

Service centre and carpark rental contract Feb. 20, 2004 - Feb. 19, 2015 Baht 100,000 per month

A subsidiary Company

Land rental contract - sale office (Head office) Jun. 24, 2005 - Sep 23, 2015 years 1-9 - Baht 300,000 per

month

years 10-11 - Baht 330,000 per

month

Land rental contract - sale office (Ram Intra

KM.9)

3 months (until termination of

the contract )

Baht 52,631.58 per month

Land rental contract - sale office (Srinakarin) Feb. 1, 2011 - Jul. 31, 2017 Feb. - Jul. 2011 - No charge

Aug. 2011 - Jul. 2014- Baht 450,000 per

month

Aug. 2014 - Jul. 2017- Baht 495,000 per

month

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

29.2 Commitments of services contracts As at December 31, 2011, the Company has 18 services contracts for the periods 1 - 4 years, the total rate of

service charge of Baht 1.80 million per year.

29.3 Commitments of capital expenditureAs at December 31, 2011, the subsidiary company has the contract for design branch office building, which the

subsidiary company will be to pay under the both agreement in the amount of Baht 0.24 million (included VAT).

29.4 Guarantee As at December 31, 2011, the Company and subsidiary have guarantee as follow:-

1. The Company has letters of guarantee issued by a local commercial bank for rental bidding guarantee in the amount of Baht 47.45 million and using electricity in the amount of Baht 0.23 million. The credit line is guaranteed by the deposit fixed-account of the company, the related company and directors of the company (total guarantee of Baht 165 million).

And the subsidiary company has 3 letters of guarantee issued by a local commercial bank for using electricity, guarantee by fixed deposit of bank in the amount of Baht 48,000.00 and guarantee by bank overdraft in the amount of Baht 238,000.00, respectively.

2. The Company has entered into the credit facility of promissory notes from a bank in the line by Baht 200.00 million. Under the agreement, the Company accepted to deliver the right on fixed deposit of the same bank to guarantee 10% of existing loan.

3. The subsidiary company has money deposit for guarantee land using with the lessor in the amount of Baht 0.90 million. The lessor will return the money deposit by no interest when the contract completed, if not against the condition of the contract and no any damage incurred with land rental.

30. FINANCIAL INFORMATION BY SEGMENTThe Company and its subsidiary have engaged in two main business, car rental and used car distribution and its

operations are mainly carried in the same geographic area in Thailand. The financial information by segments are classified by business activities as follows.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

Business activities are classified by product segments for the years ended December 31, 2011 and 2010 as follows :-

31. DISCLOSURE OF FINANCIAL INSTRUMENTS 31.1 Accounting policies Details of significant accounting policies and methods adopted, including criteria for recognition of revenues and

expenses relating to financial assets and financial liabilities are disclosed in Note 3.

31.2 Credit riskThe Company is exposed to credit risk primarily relating to trade accounts receivable. The management of the

Company manages this risk by establishing appropriate credit control policies and procedures. Therefore, it does not expect toincur material losses from debt collection more than the amount already provided in the allowance for doubtful accounts.

Thousand BahtFor the years ended December 31,

Car rent of operating Used car distribution Total2011 2010 2011 2010 2011 2010

RevenuesIncome on car leases 1,096,943 1,073,387 - - 1,096,943 1,073,387Income on sale of cars 720,558 673,785 378,004 385,279 1,098,562 1,059,064

Total 1,817,501 1,711,172 378,004 385,279 2,195,505 2,132,451Cost

Cost of car leases 887,323 896,671 - - 887,323 896,671Cost of sales of cars 378,651 337,637 322,203 337,752 700,854 675,389

Total 1,265,974 1,234,308 322,203 337,752 1,588,177 1,572,060Gross profit 551,527 476,864 55,801 47,527 607,328 560,391

Total assets as of December31,

Assets for leases - net 2,917,047 2,882,802 - - 2,917,047 2,882,802Fixed assets - net 25,274 28,114 39,181 23,637 64,455 51,751Intangible assets - net 1,618 1,578 471 337 2,089 1,915Other assets 552,056 453,924 116,519 151,616 668,575 605,540Total 3,495,995 3,366,418 156,171 175,590 3,652,166 3,542,008

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

31.3 Interest rate riskThe Company is exposed to interest rate risk that relates primarily to cash and cash equivalents, cash at banks

using for guarantee, bank overdrafts and short-term loans from financial institutions, Long-term loans from financialinstitutions, Hire-purchase contracts payable and Employee benefit obligations. Since most of the Company’s financial assetsand financial liabilities carry floating interest rates or have fixed interest rates, which are close to the market rates, the interestrate risk is low.

As at December 2011, the significant financial assets and financial liabilities classified by types of interest rateswere as follows:

Baht

Consolidated financial statements

As at December 31, 2011

Floating Fixed Interest Total

interest rate interest rate - free

Financial assets

Cash and cash equivalents 63,943,143.66 - 25,860,847.72 89,803,991.38

Cash at banks using for guarantee 63,053,444.05 - - 63,053,444.05

Financial liabilities

Bank overdrafts and short-term loans

from financial institutions 170,000,000.00 - 4,442,900.85 174,442,900.85

Long-term loans from financial

institutions

181,911,650.00 194,846,861.07 - 376,758,511.07

Hire-purchase contracts payable 722,696,145.48 - - 722,696,145.48

Employee benefit obligations 2,608,466.00 - - 2,608,466.00

Baht

Separate financial statements

As at December 31, 2011

Floating Fixed Interest Total

interest rate interest rate - free

Financial assets

Cash and cash equivalents 52,554,164.96 - 25,147,723.72 77,701,888.68

Cash at banks using for guarantee 63,000,000.00 - - 63,000,000.00

Financial liabilities

Bank overdrafts and short-term loans

from financial institutions 170,000,000.00 - 1,023,607.05 171,023,607.05

Short-term loans from subsidiary company - 30,000,000.00 - 30,000,000.00

Long-term loans from financial

institutions

181,911,650.00 194,846,861.07 - 376,758,511.07

Hire-purchase contracts payable 722,696,145.48 - - 722,696,145.48

Employee benefit obligations 2,499,107.00 - - 2,499,107.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

31.3 Interest rate risk

The Company is exposed to interest rate risk that relates primarily to cash and cash equivalents, cash at banksusing for guarantee, bank overdrafts and short-term loans from financial institutions, Long-term loans from financialinstitutions, Hire-purchase contracts payable and Employee benefit obligations. Since most of the Company’s financial assetsand financial liabilities carry floating interest rates or have fixed interest rates, which are close to the market rates, the interestrate risk is low.

As at December 2011, the significant financial assets and financial liabilities classified by types of interest rateswere as follows:

Baht

Consolidated financial statements

As at December 31, 2011

Floating Fixed Interest Total

interest rate interest rate - free

Financial assets

Cash and cash equivalents 63,943,143.66 - 25,860,847.72 89,803,991.38

Cash at banks using for guarantee 63,053,444.05 - - 63,053,444.05

Financial liabilities

Bank overdrafts and short-term loans

from financial institutions 170,000,000.00 - 4,442,900.85 174,442,900.85

Long-term loans from financial institutions 181,911,650.00 194,846,861.07 - 376,758,511.07

Hire-purchase contracts payable 722,696,145.48 - - 722,696,145.48

Employee benefit obligations 2,608,466.00 - - 2,608,466.00

Baht

Separate financial statements

As at December 31, 2011

Floating Fixed Interest Total

interest rate interest rate - free

Financial assets

Cash and cash equivalents 52,554,164.96 - 25,147,723.72 77,701,888.68

Cash at banks using for guarantee 63,000,000.00 - - 63,000,000.00

Financial liabilities

Bank overdrafts and short-term loans

from financial institutions 170,000,000.00 - 1,023,607.05 171,023,607.05

Short-term loans from subsidiary company - 30,000,000.00 - 30,000,000.00

Long-term loans from financial institutions 181,911,650.00 194,846,861.07 - 376,758,511.07

Hire-purchase contracts payable 722,696,145.48 - - 722,696,145.48

Employee benefit obligations 2,499,107.00 - - 2,499,107.00

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

31.4 Estimated fair value of financial instrumentsThe following methods and assumptions were used by the Company in estimating fair value of financial instruments

as disclosed herein:Cash and cash equivalents, investment in marketable security and accounts receivable;

fair values approximate to their carrying value.Bank overdrafts and short-term loans from financial institutions which carry floating interest rate, fair value is based

on carrying values.Accounts payable, fair value approximate to carrying value.Long-term loans from financial institutions which carry floating interest rate, fair value approximate to carrying value.For hire-purchase contracts payable and financial lease contracts payable carried interest at the fixed rate, the

Company is unable to estimate their fair values due to no adequate information. 32. CAPITAL MANAGEMENT

The primary objective of capital management of the Company and its subsidiaries is to ensure that it has an appropriate financial structure and preserves the ability to continue its business as a going concern.

According to the balance sheet as at December 31, 2011, the Company and its subsidiary debt-to-equity ratio was 1.60:1 (December 31, 2010: 1.77:1) and the Company's was 1.76:1 (December 31, 2010: 1.93:1). 33. PROVIDENT FUND

The Company established a contributory registered provident fund covering all permanent employees in accordance with the Provident Fund Act B.E. 2530 by joining into a pool of provident fund named Tisco Ruamtun 2 Registered Provident Fund.

Under the provident fund plan, employees’ and Company’s contributions are equivalent to certain percentages of employees’ basic salaries based on the length of employment. The employees are entitled to the Company’s contributions in accordance with the rules and regulations of the fund and on the length of service with the Company.

The Company and have contributed to the fund for the year ended December 31, 2011 and 2010 in the amount of Baht 0.98 million and Baht 0.97 million.

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KRUNGTHAI CAR RENT AND LEASE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY NOTES TO FINANCIAL STATEMENTS (CONT.)

DECEMBER 31, 2011 AND 2010

34. OTHER ISSUE - THE IMPACT OF FLOODING

From the flood event during October - December 2011 in Bangkok and the surrounding area, the Companywas affected by such incident as follows:

Cars for leases totaling 50 cars had been damaged by the flood. There were 8 with severe damage and belongunder total loss, while the remaining 42 were slightly damaged only. For the damage to these rental vehicles, the company isprotected by the first-class car insurance that can cover the damage from floods. Thus, there is no direct impact on thecompany but it will have impact on the operations that result in increased costs through the provision of replacement vehiclesto customers who have been affected by the flood and the repair cost to restore damaged vehicles back to their normalcondition.

The impact on the subsidiary, Krungthai Automobile Co.,Ltd. is as follows:Accounting recorded of impact from damage of car for leasesOn February 20, 2012, the company had written-off car for leases that has been damaged from flooding. It

damaged until can not be use 8 cars, cost as at the written-off date are Baht 8.24 million, and total net amount of Baht 6.70million.

Thus, the Company estimate compensation will receive from insurance company, the Company managementexpected the amount was not more than cost of 8 cars as at the written-off date. For this reason, the Company is no lost fromthose damaged in this accounting period.

The office space is located on Karnchanapisek Road, which is a flood-affected area that has been partly damagedby the flood. Because the subsidiary has a building insurance that includes flood coverage, so it has no direct effect.However, the effect was due to the loss of selling opportunity from closing the subsidiary for 1 month. Presently, thesubsidiary is operating normally since the beginning of December 2011.

As to the vehicles for sale, prior to the flooding event the company has moved out these vehicles to park in a safe place so that none of the cars has been damaged in any way.

35. EVENTS AFTER THE REPORTING PERIOD

According to the minutes of the Board of Directors Meeting No. 1/2012 dated January 12, 2012, it was approved toissue and offer fixed-income instruments for sale in the form of short-term bills to institutional investors or major investors inthe amount not over Baht 300 million and up to the term of 270 days from the date of issuance. The offering price is the facevalue of the bill discounted by the market rate at that time. The offering period starts from January 26, 2012 to January 23,2013. As at January 26, 2012, the Company had already issued these bills to the institutional investors in the amount of Baht120 million. The purpose of this issuance is for use as working capital in the business of the company.

36. APPROVAL OF FINANCIAL STATEMENTS

These financial statements have been approved by the Company’s director on February 28, 2012.

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